销售合同-KTHF131026001.doc

合同编号/Contract No：KTHF131028001SUZHOU KINGTO WATER TREATMENT CO.,LTD 苏州科图水处理设备有限公司Project Contract工程合同This Project Contract (this “Contract”) is made on Date, by and between:本工程合同由以下双方签订：Purchaser:需方： ，地址： Supplier: Suzhou Kingto Water Treatment CO.,LTD. with its legal address at Suzhou供方：苏州科图水处理设备有限公司其法定地址为：苏州工业园区同胜路111号After amicable negotiation, the Parties have agreed as follows:经友好协商，双方达成协议如下：1.Project Name 工程名称： 1.1The Supplier agrees to manufacture, sell, deliver and install in accordance with the terms of this Contract and the Purchaser agrees to purchase from the Supplier the water treatment system (the “Contract Products”). 根据本合同条件供方同意生产、出售、交付和安装，而需方同意从供方采购水处理系统（“合同产品”）1.2See A attached hereto provides detailed specifications of all components of the Contract Products. 合同产品所有部件的详细规格请参见附件A。2.Price and Payment 价格和付款2.1 The aggregate purchase price for the Contract Products shall be RMB_ (￥ ) ( the “Contract Price”). Itemized Contract Prices are shown in A attached hereto. 合同产品的总采购价为人民币￥ （“合同价”）。详细的合同价格请参见附件A。2.2The Contract Price shall exclude costs for civil construction, such as excavation, cement bedding and construction of cement tank for the filter placement, and also exclude the costs for covering the filter tank. 合同总价不包含土建施工费，如挖掘、水泥铺底和修建放置过滤器水泥槽等，并且不包括覆盖过滤槽的价格。2.3The Contract Price is payable as follows: 合同总价通过以下方式支付:2.3.1 Prepayment预付款Within five (5) days after signing this Contract, the Purchaser shall pay to the Supplier an amount equal to fifty percent of the Contract Price as the down payment (the “Down Payment”).本合同签订后五天内，需方应付给供方合同总价的百分之六十（60%）作为预付款。 2.3.2 Payment upon Delivery交货款The Purchaser shall pay to the Supplier an amount equal to thirty percent (30%) of the Contract Price (the “Payment upon Delivery”) after the Supplier completes the installation of the Contract Product and before plan to deliver the machine. The last date signed by the Purchaser on the Receiving Certificate provided in Section 3.4 below shall be deemed as the completion date of Installation.供方完成合同产品并准备发货之前，需方应付给供方合同总价的百分之三十（30%）作为交货款。安装的完成时间以需方在第3.4条规定的收货单上最后的签字日期为准。2.3.3 Payment upon Acceptance验收款The Purchaser shall pay to the Supplier an amount equal to ten percent (10%) of the Contract Price (the “Payment upon Acceptance”) within five (5) days after receiving the signature of the Purchaser on the Acceptance Certificate provided in Section 5.2 below. The remaining five percent（5%）of the Contract Price as a quality assurance, quality assurance period is one year, Afer the warranty period, the buyer should pay for the quality assurance on time. 需方在本合同第5.2条规定的验收单上签字后五日内，应付给供方合同总价的百分之五（5%）作为验收款，剩余合同总价的 百分之五（5%）作为质保款，质保期限为 一年 ，质保期限满，需方应准时支付该质保款。2.3.4The Supplier shall issue commercial invoice specifying the amount of the Contract Price after receiving all Payments.供方应于收到所有款项后出具合同总价的含税发票。2.4 Payments shall be made by telegraphic remittance. Bank charges incurred with the Suppliers bank shall be borne by the Supplier. Bank charges incurred with banks other than the Suppliers bank shall be borne by the Purchaser.付款应以电汇方式进行。供方的银行产生的银行费用由供方承担。需方的银行产生的银行费用由需方承担。2.5Delay of Payment付款拖欠In the event the Purchaser, due to the reason not attributable to the Supplier, fails to pay the Contract Price in accordance with the manner described in Section 2.3 above, the Supplier shall be entitled to require the Purchaser (i) to pay a late payment penalty calculated by multiplying the overdue amount with a daily rate of 0.05% for the period from the day when the Purchaser should make the payment and the actual payment date; and (ii) to indemnify the Supplier against all its reasonable and foreseeable losses arising from such delay in payment.如非由于供方的原因，需方未按照本款第2.3条的规定付款的，供方将有权要求需方支付相当于到期款项0.05%每日的拖欠罚金，拖欠日从应付款日起算，至实际付款日止；并且有权要求需方弥补供方由于付款拖欠所引起的所有合理的和可预见的损失。Unless otherwise agreed, in the event that the Purchaser, due to the reason not attributable to the Supplier, delays the payment of the Contract Price for thirty (30) days, it constitutes a Material Breach of Contract (as defined in Section 7.2 below), and the Supplier shall be entitled to terminate the Contract in whole or in part, and require the Purchaser (i) to pay a liquidated damage equal to ten percent (10%) of the unpaid portion of the Contract Price; and (ii) to indemnify the Supplier against all its reasonable and foreseeable losses arising from such Material Breach of Contract.除非双方另有约定，如非由于供方的原因，需方未按照本款第2.3条的规定付款超过三十天的，将被视为根本违约（见第7.2条的定义），供方将有权终止本合同的部分或全部，并要求需方支付相当于未付款项的百分之十（10%）的违约金，以及弥补供方由于实质性违约所造成的所有合理的和可预见的损失。3.Delivery and Installation交货与安装3.1 Time of Delivery交货期限Production of the Contract Products shall be started on the day when the Supplier receives the down payment. Delivery and installation shall be completed by the Supplier within thirty (30) days after receiving the down payment. 供方应在收到预付款后的当天立刻开始生产，并于收到预付款后三十日内完成交货和安装。In the event of inclement weather, such as rain, snow, storm, etc, diseases of Suppliers workers, late deliveries of Suppliers suppliers or other special situations, the time limit of delivery shall be automatically extended. In the abovementioned particular circumstances, the Supplier shall promptly inform the Purchaser.如遇雨雪暴风等恶劣天气，以及供方供应商延迟交货、工人疾病等特殊情况，安装工期自动延长。但是在发生上述特殊情况后，供方应及时通知需方。3.2Place of Delivery交货地点The Contract Products shall be delivered to and installed at_zhejiang_(the “Site”).本合同产品将于 （“场地”）交货与安装。3.3Rights and Obligations during Installation安装时双方的权利义务3.3.1 The Purchaser shall, on its own expense, offer necessary conditions and assistance to the on-site installation conducted by the Supplier, such as access to the Site, supply of water, power, toilet etc. In the event that the Supplier acquires these conditions by its own, the Purchaser shall bear the corresponding costs for the acquisition. 需方应为供方的安装现场提供必要条件和帮助，如供方进入场地的权利、安装所需的水、电、厕所等等，并承担因此产生的费用。如需供方自行取得上述条件的，需方应承担因此产生的费用。The road entering into the Site shall have a minimum load of 10 ton to facilitate the entrance of Suppliers vehicle. If such load is less than 10 ton, the Purchaser shall inform the Supplier in advance, so that the Supplier can unload its goods in a proper place and deliver it into the Site with a crane.进入场地的通道应可承重至少10吨，以使供方的车辆可以顺利进入。如果此等承重不足10吨，需方应在事先通知供方，供方可将其货物卸至合适地点，再用起重机运进场地。In case any governmental permit is required in relation to the installation work, the Purchaser shall assist the Supplier to gain such permit and bear the corresponding expenses. 如果安装工作需要任何的官方许可，需方应协助供方取得此等许可并承担相应的费用。The Purchaser guarantees that a proper installation of the Contract Products will not infringe the rights of any third party, such as ownership, adjacent right, personal right, etc. Disputes arising from such infringement shall be settled by the Purchaser itself.需方保证供方正常的安装工程不会侵犯任何第三方的权利，如第三方的所有权、相邻权、人身权利等。需方应自行解决由侵犯此等权利产生的纠纷。3.3.2 The Supplier guarantees that its installation work will be conducted in accordance with the existing standards. Any disputes arising from an infringement due to improper work shall be settled by the Supplier itself.供方应保证其安装工作按照现有的规范进行。如由其非正常施工而导致的侵权纠纷由其自行解决。The Supplier will install the filter and corresponding pipes by making minimum damage of the Site. The Supplier will not guarantee a restoration of the original state of the Site, including roads, grass, flowers, trees, civil constructions, etc. If the Purchaser requires a restoration work, the payment for such work shall be otherwise discussed and made.供方以对场地的最小损害为需方安装过滤器和管道。但供方不保证恢复场地的原状，包括道路、草地、花、树木、土木建筑等等。如果需方要求恢复场地，应当另行商讨和支付对价。During the excavation the Supplier will not guarantee the intactness of the underground devices of the Site such as cables, pipes and so on, unless the accurate location of such device has been notified to the Supplier in advance.供方在挖掘时不保证地下装置，如电缆、管道等的完好无损。供方只有在此等装置的精确位置被事先告知的情况下才负有此项义务。3.4Receipt of the Contract Products收货Before deliver the Supplier shall inform the Purchaser in agreed manner. On the date of arrival of any of the Contract Products (the “Arrival”), the Purchaser or its authorized representative and the authorized representative of the Supplier (the “Suppliers Representative”) shall conduct a joint visual inspection to verify that the Contract Products are undamaged. Upon satisfactory verification, the Purchaser or its authorized representative shall immediately sing and date on a receiving certificate (the “Receiving Certificate”, the template of which is provided in Exhibit B) provided by the Supplier. 交货前供方应按规定的方式通知需方。在任何一项合同产品被运至以后的当天，需方或其指定代表及供方指定代表（“供方代表”）应联合进行外观检查，以确认合同产品的完好无损。确认通过后，需方或其指定代表应立刻在供方所提供的收货单（“收货单”的样本请参见附件B）上签字并确认日期。If the Purchaser fails to participate in such a joint visual inspection with the Suppliers Representative, or fails to sign and date on the Receiving Certificate in accordance, the delivered Contract Products will be deemed to be received by the Purchaser when the visual inspection period lapses, and the Purchaser will be deemed to waive its right to sign the Receiving Certificate. 如果需方未能与供方代表一起进行外观检查，或未能按规定在收货单上签字并确认日期，所交合同产品在当天外观检查期限到期时被视为已收货，需方视为放弃其签收收货单的权利。The Receiving Certificate shall in no event be considered as an acceptance of the Contract Products by the Purchaser in accordance with the Contract, provided, however, that the risk of loss and damage shall be transferred to the Purchaser upon singing by the Purchaser of the Receiving Certificate.在任何情况下收货单都不得被视为需方对合同产品的验收，但是货物的丢失和损坏的风险将随需方签收收货单时转移。4.Technical Information技术信息4.1 The Supplier shall provide to the Purchaser a hard copy, and if required, a digital exemplar of the instruction for use in Chinese and in English. 供方应向需方提供中英文的书面使用说明，如有需要也可提供电子文档。4.2 The Supplier is not responsible for maintenance of the water treatment system installed. However, as required, it will provide a maintenance training to the Purchaser free of charge.供方不负责对其安装的水处理系统进行养护。然而其将按需要为需方提供一次免费的保养培训。5.Test run and Acceptance试运行和验收5.1 The Supplier shall conduct a test run of the Contract Product for one (1) week from the day when all Contract Products have been received upon signature on the Receipt Certificate. 供方应在所有合同产品被需方签收后的一个星期内对合同产品进行试运行。5.2 Acceptance Inspection验收检查During the test run, the Purchaser or its representative shall assist the debugging work of the Supplier.试运行期间，需方或其代表应配合供方的调试工作。After a successful test run, the Purchaser and the Suppliers Representative shall jointly conduct an acceptance inspection of the Contract Products delivered (the “Acceptance Inspection”) within ten (10) days after the one month test run period lapses. Upon satisfactory Acceptance Inspection, the Purchaser shall immediately sign and date on an Acceptance Certificate (the “Acceptance Certificate”, the template of which is provided in Exhibit C). 试运行正常的情况下，需方和供方代表应在试运行期结束后联合进行合同产品的验收。验收通过后，需方应立刻在验收单上签字并注明日期（“验收单”的样本请参见附件C）。If the Purchaser fails to participate in such a joint Acceptance Inspection with the Suppliers Representative, or fails to sign and date on the Acceptance Certificate with the manner as provided above, the delivered Contract Products will be deemed to be accepted by the Purchaser when the ten (10)-day inspection period lapses.如果需方未能与供方代表一起进行此等验收，或未能按照上述规定在验收单上签名并注明日期，合同产品将在十日验收期结束之时被视为已被接受。5.3 Non-Conforming Products不合格产品The Non-Conforming Products which does not comply with the requirements hereof shall be treated in accordance with provisions in the Contract Law of PRC. 双方对不符合本合同规定的不合格产品的处理，按照中国合同法的规定处理。6.Warranty保修 6.1 The Supplier guarantees that the technical performance and specifications of the provided Contract Products comply with Exhibit A attached hereto.供方保证所提供的合同产品符合附件A中描述的技术性能和规格。6.2 The Supplier warrants that the Contract Products provided by it are usable, reliable, and not defective in design, material or process.供方保证其所提供的合同产品可用、可靠、不存在设计、材料和工艺缺陷。6.3 The warranty period for Contract Products shall twelve (12) months start from the date on which a trail run completes. During the Warranty Period, the Supplier shall repair or replace any defective Contract Products or take other necessary remedial measures in relation to the defective Contract Products at its own cost unless such defect was caused by intentional damage or improper use or maintenance of the Purchaser or any other user.合同产品的保修期为试运行结束后十二个月。保修期内，除非因需方或其它使用人故意毁损、不合理使用或保养而造成产品缺陷，供方应免费修理、更换损坏的合同产品或者采取其它补救方式。6.4The warranty shall cover the normal function of the Contract Products, but exclude daily maintenance. Maintenance service can be otherwise provided by the Supplier by concluding a service contract between the Supplier and the Purchaser. However a maintenance training can be given by the Supplier to the Purchaser of free charge.产品保修包括对合同产品正常功能的保修服务，但是不包括日常保养。针对供方所提供的保养服务供方和需方可另行签订合同。然而，供方可为需方提供一次免费的保养培训。7.Claims and Termination7.1 Except as otherwise provided herein, if any Party fails to perform its obligations, or fails to perform in accordance with the provisions hereof (the “Breaching Party”), it constitute a breach of contract (the “Breach of Contract”), the Breaching Party shall, after performing its obligations or taking remedial measures, indemnify the other Party (the “Non-Breaching Party”) for any reasonable and foreseeable losses suffered by the Non-Breaching Party. 除非另有规定，任何一方不履行其义务，或不按照规定履行其义务（“违约方”）将被视为违约。违约方应当在履行其义务或采取补救措施后，赔偿另一方（“非违约方”）所遭受的合理的和可预见的损失。7.2Except as otherwise provided herein, if the Breaching Partys Breach of Contract materially impact the Non-Breaching Partys rights and interests under this Contract, or defeat the purpose of this Contract, then it constitutes a material breach of contract (the “Material Breach of Contract”), and the Non-Breaching Party may, without prejudice to other remedies to which it is entitled, (i) terminate the Contract in whole or in part by sending a written notice of material breach to the Breaching Party; and (ii) require the Breaching Party to indemnify for any reasonable and foreseeable losses suffered by the Non-Breaching Party. 除非另有规定，如果违约方的违约行为影响了合同赋予非违约方的根本利益，或使得合同目的不能实现，则其被视为根本违约，非违约方则可以，在不影响其他救济途径的情况下，通过发送书面通知终止本合同的部分或全部；并且要求违约方弥补非违约方所遭受的合理的和可预见的损失。7.3Notwithstanding any other provisions herein, the Parties hereby agree that the aggregation and accumulation of damages or liabilities of the Supplier under this Contract shall not exceed fifteen percent (15%) of the Contract Price unless such damages or liabilities are result of a malicious action of bad faith by Supplier. 此外，除非是供方恶意欺骗造成的，合同各方同意供方在本合同项下支付的总赔偿数额不超过合同总价的百分之十五（15%）。 8.Confidentiality保密8.1 Each Party shall keep confidential the privacy, commercial and technical secrets acquired or accessed by it or its staff in the performance of the Contract. No Party shall disclose such information to the third party without the prior written consent of the other Party.合同各方应为履行合同期间所获取的对方隐私、商业及技术秘密保密。在未获得另一方事先书面同意的情况下，不得将此等信息透露给任何第三方。9.Force Majeure不可抗力9.1 If a Party becomes subject to an event of force majeure such as war, upheaval, epidemic, earthquake, typhoon, flood or other unforeseeable, unavoidable and insuperable events which are not attributable to any Party such as explosion, fire, accident or rendering it unable to perform any of its obligation hereunder, it shall notify and discuss the solution with the other Party within three (3) days after the incident occurs. If a consensus is made to terminate this Contract, the Purchaser shall pay to the Supplier appropriate compensation for the labor made by the Purchaser and the costs occurred.任何在一方遭受不可抗力，如战争、动乱、瘟疫、地震、台风、洪水、物体坠落，或其他不可预见、不可避免、不可克服且不可归责与任何合同方的事件如爆炸、火灾、意外事故,而导致其不能履行本合同项下的义务的，应在三日内将通知另一方并协商解决方法。如协商决定终止本协议，则需方应为供方已付出的劳动和已发生的成本支付相应的报酬。10.Dispute Settlement争议的解决10.1Dispute between the Supplier and the Purchaser may be consulted by both parties. Failure of consultation shall entitle either party to submit the dispute for mediation conducted by the competent Industrial and Commercial Administration in the place of conclusion of the Contract.履行本合同过程中发生争议，由双方协商解决。协商不成的，任何一方可提交合同签订所在地的工商行政管理部门调解。11.Effectiveness of Contract and Miscellaneous合同生效和其它11.1This Contract shall become effective upon execution by the respective authorized representatives of the Parties and the affixing of the respective official seals of the Parties. Fax copy shall be deemed authentic. 本合同由双方代表签字盖章后生效。传真件为有效合同。11.2This Agreement is made in English and Chinese with two originals. Each Party shall have one se