销售合同英文.doc

中华全国律师协会 路伟国际律师事务所 ACLA Lovells Prepared by Lovells for instructional and reference purposes only, and should not be construed as legal advice. All rights reserved. See Caveats and Drafting Notes at end of document for further guidance on use of this template. Last updated in July 2004. All content involving interpretation of the laws of the Peoples Republic of China reflects the results of consultation with EastBright Law Firm. 此范本文书由路伟律师事务所起草,仅供教学与参考之用,不得解释为法律意见.所有权利保留.进一步使用说明,请见文书最后部分的提示与注释.最后一次更新时间2004年7月.本文中所有涉及中国法律解释的内容均由东易律师事务所提供咨询. ACLA-Lovells Contract Template Sales Contract (Prepared by Lovells for instructional and reference purposes only, and should not be construed as legal advice. All rights reserved. See Caveats and Drafting Notes at end of document for further guidance on use of this template. Last updated in July 2004. All content involving interpretation of the laws of the Peoples Republic of China reflects the results of consultation with EastBright Law Firm.) This contract template has been prepared as part of the All China Lawyers Association (ACLA) - Lovells Legal Skills Training Series (Training Series), which have covered skills ranging from contract/memo drafting, commercial negotiation, law firm management and corporate law department management. Since the first ACLA-Lovells Legal Skills Training Seminar in January 2003, more than 2,500 lawyers from law firms and corporate law departments all over China have attended over 250 hours of live training programmes prepared and presented by senior lawyers from Lovells International Law Firm and Chinese legal practitioners. If you have any comments or suggestions regarding this contract template, please contact the two chief instructors of the Training Series: Robert Lewis (Foreign Expert, ACLA Education Committee/Managing Partner, Lovells Beijing) at ; or John Jiang (Director, ACLA-Lovells Legal Skills Training Series/Partner, EastBright) at . For information on DVDs, audio PowerPoint presentations and transcripts of prior ACLA-Lovells training seminars as well as information on future ACLA-Lovells training seminars and similar training products (including additional bilingual standard contract templates), please contact the ACLA Training Department by email at , or . A Microsoft Word version of this template is available together with the audio PowerPoint presentation of Seminar on Contract and Legal Memo Drafting on a CD-ROM, published by the All China Lawyers Association. Please contact the ACLA Training Department by email at , or for details. 中华全国律师协会 路伟国际律师事务所 ACLA Lovells 2Prepared by Lovells for instructional and reference purposes only, and should not be construed as legal advice. All rights reserved. See Caveats and Drafting Notes at end of document for further guidance on use of this template. Last updated in July 2004. All content involving interpretation of the laws of the Peoples Republic of China reflects the results of consultation with EastBright Law Firm. 此范本文书由路伟律师事务所起草,仅供教学与参考之用,不得解释为法律意见.所有权利保留.进一步使用说明,请见文书最律协-路伟合同范本系列简介 销售合同(英文版本) (此范本文书由路伟律师事务所起草,仅供教学与参考之用,不得解释为法律意见.所有权利保留.进一步使用说明,请见文书最后部分的提示与注释.最后一次更新时间2004年7月.本文中所有涉及中国法律解释的内容均由东易律师事务所提供咨询.) 本合同范本系列是中华全国律师协会-路伟国际律师事务所法律技能培训项目(培训项目)的专题之一.从2003年1月律协和路伟合作举办第一次法律技能培训班以来,来自全国各地的2500多名律师和企业法律顾问参加了由路伟资深国际律师和中国律师事务所资深律师主讲的250多个课时的培训课程.培训项目的内容涉及合同/法律咨询文书制作,商业谈判,律师事务所管理以及企业法律部门管理等等. 如果您对本合同范本有任何看法或建议,请通过电子邮件与培训项目的两位主讲律师联系: 吕立山(全国律协教育委员会外国专家/路伟律师事务所北京办事处主任) 江宪胜(律协-路伟法律技能培训项目专员/东易律师事务所合伙人) 本合同范本的Microsoft Word版本载于中华全国律师协会推出的合同及法律咨询文书制作培训录音-幻灯片VCD光盘.有兴趣订购者可通过电子邮件与中华全国律师协会培训部联系: ; 如果您想了解有关律协-路伟培训项目的其他DVD录像光盘,VCD录音-幻灯片光盘,授课讲稿,或者即将推出的其他培训专题和培训资料(包括双语合同范本系列的第二期),可通过上述电子邮件地址与中华全国律师协会培训部联系. 后部分的提示与注释.最后一次更新时间2004年7月.本文中所有涉及中国法律解释的内容均由东易律师事务所提供咨询. 中华全国律师协会 路伟国际律师事务所 ACLA Lovells Prepared by Lovells for instructional and reference purposes only, and should not be construed as legal advice. All rights reserved. See Caveats and Drafting Notes at end of document for further guidance on use of this template. Last updated in July 2004. All content involving interpretation of the laws of the Peoples Republic of China reflects the results of consultation with EastBright Law Firm. 此范本文书由路伟律师事务所起草,仅供教学与参考之用,不得解释为法律意见.所有权利保留.进一步使用说明,请见文书最后部分的提示与注释.最后一次更新时间2004年7月.本文中所有涉及中国法律解释的内容均由东易律师事务所提供咨询. DATED 200 SALES CONTRACT NAME - by and between - BUYER NAME BUYER - and - SELLER NAME SELLER 中华全国律师协会 路伟国际律师事务所 ACLA Lovells Prepared by Lovells for instructional and reference purposes only, and should not be construed as legal advice. All rights reserved. See Caveats and Drafting Notes at end of document for further guidance on use of this template. Last updated in July 2004. All content involving interpretation of the laws of the Peoples Republic of China reflects the results of consultation with EastBright Law Firm. 此范本文书由路伟律师事务所起草,仅供教学与参考之用,不得解释为法律意见.所有权利保留.进一步使用说明,请见文书最后部分的提示与注释.最后一次更新时间2004年7月.本文中所有涉及中国法律解释的内容均由东易律师事务所提供咨询. TABLE OF CONTENTS PRELIMINARY STATEMENT 1 1. DEFINITIONS AND INTERPRETATION 1 2. SCOPE OF CONTRACT 1 3. CONTRACT PRICE 2 4. PAYMENT 2 5. DELIVERY 4 6. PACKING AND SHIPPING MARKS 5 7. INSPECTION AND CLAIM 6 8. INSTALLATION, COMMISSIONING AND ACCEPTANCE OF THE EQUIPMENT 7 9. WARRANTY 9 10. SOFTWARE LICENSE 10 11. INTELLECTUAL PROPERTY INDEMNITY 12 12. TAXES 13 13. REPRESENTATIONS AND WARRANTIES 13 14. TERM 14 15. TERMINATION 14 16. CONFIDENTIALITY 15 17. BREACH OF CONTRACT 16 18. FORCE MAJEURE 16 19. SETTLEMENT OF DISPUTES 17 20. MISCELLANEOUS PROVISIONS 20 SCHEDULE A - DEFINITIONS AND INTERPRETATION 25 SCHEDULE B - SPECIAL TERMS 29 ANNEX 1 - EQUIPMENT, SERVICES & DOCUMENTATION LIST AND PRICES 31 ANNEX 2 - SPECIFICATIONS 32 ANNEX 3 - PROJECT SCHEDULE 33 ANNEX 4 - ENGINEERING NOTES AND INSTALLATION RESPONSIBILITIES 34 ANNEX 5 - EQUIPMENT ACCEPTANCE TEST PLAN 35 ANNEX 6 - SPECIMEN OF ACCEPTANCE CERTIFICATE 36 CAVEATS AND DRAFTING NOTES 37 中华全国律师协会 路伟国际律师事务所 ACLA Lovells Prepared by Lovells for instructional and reference purposes only, and should not be construed as legal advice. All rights reserved. See Caveats and Drafting Notes at end of document for further guidance on use of this template. Last updated in July 2004. All content involving interpretation of the laws of the Peoples Republic of China reflects the results of consultation with EastBright Law Firm. 此范本文书由路伟律师事务所起草,仅供教学与参考之用,不得解释为法律意见.所有权利保留.进一步使用说明,请见文书最后部分的提示与注释.最后一次更新时间2004年7月.本文中所有涉及中国法律解释的内容均由东易律师事务所提供咨询. SALES CONTRACT NAME THIS CONTRACT (Contract) is made in the Contract Location and, China on the Contract Date set out in Schedule B (Special Terms) by and between the Buyer and Seller specified in Schedule B (Special Terms). Buyer and Seller shall hereinafter be referred to individually as a Party and collectively as the Parties. PRELIMINARY STATEMENT After friendly consultations conducted in accordance with the principles of equality and mutual benefit, the Parties have agreed to enter into a sales contract in accordance with Applicable Laws and the provisions of this Contract. Now the Parties Hereby Agree as Follows: 1. DEFINITIONS AND INTERPRETATION Unless the terms or context of this Contract otherwise provide, this Contract shall be interpreted in accordance with Schedule A, and each of the terms used herein shall have the meaning ascribed to it in Schedule A (Definitions and Interpretation) or Schedule B (Special Terms) as the case may be. 2. SCOPE OF CONTRACT 2.1 Supply of Equipment and Services Seller shall supply to Buyer the Equipment and Services (as more specifically set out in Annex 1 hereto) for the Project in accordance with the terms of this Contract. Buyer shall pay Seller the Contract Price set out in Schedule B (Special Terms) hereto and shall perform its other responsibilities in accordance with the terms of this Contract. 2.2 Project Supervisors Seller and Buyer shall each nominate a representative as its project supervisor for the Project (each, a Project Supervisor and jointly, the Project Supervisors). Each Project Supervisor shall be authorized to deal with all technical matters in connection with the Equipment and the Services during the period from the Effective Date up to the expiration of the applicable Warranty Periods. Detailed arrangements for both regularly scheduled and emergency communications between the Project Supervisors shall be made through friendly consultation by Seller and Buyer. The Project Supervisors shall fully cooperate to resolve all technical issues which may arise in respect of the Equipment and the Services. If there is any dispute between the Project Supervisors, they shall analyze the problem, clarify the responsibilities and, to the fullest extent possible, settle it at the Installation Sites through friendly consultation. During the period of Installation and Commissioning, the progress of work, the main work done every week, all problems arising and the suggested solution(s) shall be reported weekly by the Project Supervisors to Seller and Buyer. 2.3 No Transfer of Equipment Buyer acknowledges and agrees that the Equipment constitutes and embodies the Confidential Information and Intellectual Property of Seller. Without the prior written 中华全国律师协会 2 路伟国际律师事务所 ACLA Lovells Prepared by Lovells for instructional and reference purposes only, and should not be construed as legal advice. All rights reserved. See Caveats and Drafting Notes at end of document for further guidance on use of this template. Last updated in July 2004. All content involving interpretation of the laws of the Peoples Republic of China reflects the results of consultation with EastBright Law Firm. 此范本文书由路伟律师事务所起草,仅供教学与参考之用,不得解释为法律意见.所有权利保留.进一步使用说明,请见文书最consent of Seller, Buyer may not directly or indirectly transfer the Equipment to any third party for consideration or without consideration. 3. CONTRACT PRICE 3.1 Price The Contract Price is set out in Schedule B (Special Terms). 3.2 Consideration for Price This Contract Price covers: (a) the Equipment (including Hardware and Software License) and Services, (b) if Seller is the Party Responsible for Shipment, the cost of shipment of the Hardware and Documentation to the Place of Delivery. 3.3 Costs and Expenses The Contract Price does not cover costs and expenses that are for Buyers account under this Contract, or any taxes (including but not limited to customs duty and value added tax) payable by Buyer in respect of this Contract. 4. PAYMENT Buyer shall pay Seller the Contract Price on the following terms: 4.1 Advance Payment The Advance Payment shall be paid by Buyer to Seller by wire transfer to Sellers Designated Bank Account within ten (10) days after Buyer has received the following documents provided by Seller: (a) Pro forma invoice covering one hundred percent (100%) of the Contract Price in six copies; (b) Commercial invoice covering the Advance Payment in six copies; and (c) Sight draft covering the Advance Payment in two copies. 4.2 Delivery Payment The Delivery Payment shall be paid by Buyer to Seller under an irrevocable letter of credit (Letter of Credit). Buyer shall fifteen (15) days prior to the scheduled Delivery Date for first Shipment, open the Letter of Credit in favor of Seller for the Delivery Payment with a bank and in form and content acceptable to both parties. The Letter of Credit shall be available against Sellers draft(s) at sight drawn on the opening bank for the Relevant Percentage of the invoice price of each Shipment accompanied by the shipping documents as follows: 后部分的提示与注释.最后一次更新时间2004年7月.本文中所有涉及中国法律解释的内容均由东易律师事务所提供咨询. 中华全国律师协会 3 路伟国际律师事务所 ACLA Lovells Prepared by Lovells for instructional and reference purposes only, and should not be construed as legal advice. All rights reserved. See Caveats and Drafting Notes at end of document for further guidance on use of this template. Last updated in July 2004. All content involving interpretation of the laws of the Peoples Republic of China reflects the results of consultation with EastBright Law Firm. 此范本文书由路伟律师事务所起草,仅供教学与参考之用,不得解释为法律意见.所有权利保留.进一步使用说明,请见文书最(a) One original and two copies of Airway Bill or other document of title to be marked Freight Collect Prepaid, indicating shipping mark and consigned to Buyer. (b) Commercial Invoice covering the Relevant Percentage in three (3) originals and three (3) copies, indicating the Contract number, L/C number and shipping mark; (c) Packing list in three (3) originals and three (3) copies issued by Seller; (d) One (1) original and one (1) copy of a Certificate of Quality issued by Seller; (e) One (1) copy of fax/email to Buyer advising particulars of delivery immediately after delivery to the carrier at the Port of Delivery has been made; (f) One (1) original and one (1) copy of certificate of origin; (g) Two (2) copies of export licenses issued by the relevant export authority or two (2) copies of the confirmation from Seller that no export license is required. (h) If Seller is the Party Responsible for Shipment, one (1) copy of insurance certificate specifying the risk type as all risk covering one hundred and ten percent (110%) of the invoice amount for such Shipment. The Letter of Credit shall be valid until the twenty-first (21st) day after the date of last scheduled Shipment. 4.3 Payment on Acceptance The Acceptance Payment for the Equipment shall be paid by Buyer by T/T within fifteen (15) days after Buyer has received the following documents from Seller: (a) Commercial invoice covering the Acceptance Payment in three (3) originals and three (3) copies; (b) One (1) original and one (1) copy of the Acceptance Certificate in respect of the Project. 4.4 Shipment by Seller Seller shall commence Shipment once Buyer has paid the Advance Payment and opened the Letter of Credit as prescribed in Articles 4.1 and 4.2. 4.5 Bank Charges Each party shall be responsible for its own bank charges. 4.6 Title to Hardware Full title to all Hardware shall transfer from Seller to Buyer upon Buyers payment in full of the Contract Price. 后部分的提示与注释.最后一次更新时间2004年7月.本文中所有涉及中国法律解释的内容均由东易律师事务所提供咨询. 中华全国律师协会 4 路伟国际律师事务所 ACLA Lovells Prepared by Lovells for instructional and reference purposes only, and should not be construed as legal advice. All rights reserved. See Caveats and Drafting Notes at end of document for further guidance on use of this template. Last updated in July 2004. All content involving interpretation of the laws of the Peoples Republic of China reflects the results of consultation with EastBright Law Firm. 此范本文书由路伟律师事务所起草,仅供教学与参考之用,不得解释为法律意见.所有权利保留.进一步使用说明,请见文书最4.7 Late Payments If Buyer fails to make any payment within the time stipulated in this Article 4, then Buyer shall be liable to pay to Seller interest on such unpaid amounts from the due date through the date such delayed payment is made in full. The applicable rate of interest shall be the LIBOR rate for six-month U.S. dollar loans plus 2%. 5. DELIVERY 5.1 Delivery Schedule Seller shall deliver each Shipment to the applicable Place of Delivery on or before the applicable Delivery Date set forth in the Project Schedule. The number of Shipments shall not exceed the Maximum No. of Shipments set forth in Schedule B (Special Terms). If the Place of Delivery is different from the Installation Site, then Buyer shall be responsible for transportation and insurance of each shipment from the Place of Delivery to Installation Site. 5.2 Notification before Shipment At least two (2) weeks before making each Shipment, Seller shall send Buyer written notice of all relevant shipping details, including description, quantity and approximate weight and size of the Equipment in each Shipment, and other information consistent with industry practice. 5.3 Equipment Delivery All the Equipment shall be shipped in complete sets, except as otherwise agreed, i.e., any special tools for installation, materials and easily worn-out parts shall be dispatched along with the relevant Equipment. 5.4 Notification After Shipment Seller shall notify Buyer by fax or email of all shipping details within two (2) working days after each Shipment has been dispatched. For each large item, if any, over two (2) metric tons, the gross weight, measurement (L x W x H), name and price of such item shall be separately indicated. 5.5 Customs Clearance Documents Within a reasonable time after each Shipment has been dispatched, Seller shall mail the Customs Clearance Documents specified in Schedule B (Special Terms). 5.6 Insurance The Party Responsible for Shipment shall be responsible for obtaining insurance during shipment for the Equipment and Documentation in accordance with industry practice at its sole cost. If damage to the Equipment occurs during shipment, Seller and Buyer shall work together to submit an insurance claim. 后部分的提示与注释.最后一次更新时间2004年7月.本文中所有涉及中国法律解释的内容均由东易律师事务所提供咨询. 中华全国律师协会 5 路伟国际律师事务所 ACLA Lovells Prepared by Lovells for instructional and reference purposes only, and should not be construed as legal advice. All rights reserved. See Caveats and Drafting Notes at end of document for further guidance on use of this template. Last updated in July 2004. All content involving interpretation of the laws of the Peoples Republic of China