中德国际贸易合同范本.doc

中德国际贸易合同范本MODEL TERMS OF CONTRACTS FOR SALE OF GOODSFor Sales Between German and Chinese Firms and CorporationsContract Number: Date of Signing of Contract: Place of Signing of Contract: Seller:_ Address:_ Country of Incorporation:_ Telex:_ Fax:_ Buyer:_ Address:_ Country of Incorporation:_ Telex:_ Fax:_ The Buyer and the Seller, through friendly negotiation, have signed this Contract on a basis of FOB or CFR or CIF or FCA or CPT or CIP and agreed to the terms and conditions stipulated below. 1. Name of Commodity: 2. Specifications/Quality: As detailed in an Annex to this Contract (if required under the specific case) 3. Units: 4. Quantity: with ( )% more or less both in amount and quantity allowed at the Sellers ,or the Buyers option 5. Unit price FOB/CFR/CIF/FCA/CPT/CIP:_ 6. Total Amount: If the delivered quantity is more or less than ()% of the quantity ad defined in item 4, the price shall be adjusted correspondingly. 7. Country of Origin and Country of Manufacture: 8. Shipping mark: 9. Shipment9. 1 Time of Shipment:_ 9. 2 Port of Shipment:_ 9. 3 Port of Unloading:_ 9. 4 “Ondeck” shipment is ,or is not allowed. 9. 5 Transhipment is ,or is not allowed. 9. 6 Partial shipment is ,or is not allowed. 9. 7 Container shipment 9. 8 Final destination: _ 9. 9 Freight Forwarder/Agent at port of unloading:_ 10. Terms of Payment Sellers Bank Account:_ Buyers Bank Account:_ 10. 1 Method of Payment (1) Letter of Credit 10.1.1 (This Paragraph shall be maintained or deleted) ( )percent of the total contract price, i.e._ shall be paid by the Buyer to the Seller not later than 30 days after Date of effectiveness against presentation to the Buyer of an irrevocable letter of guarantee issued by _(Banks name) in the amount of _in favor of the Buyer. The L/C shall be valid until ( )days after delivery date, in case of partial shipment delivery date of the last shipment ( ) date of arrival of the last shipment in the port of unloading ( ) months after the date of arrival of the goods at the port of unloading The amount of L/C shall be reduced automatically and proportionally in accordance with the shipments made by the Seller. 10.1.2 Sight payment The Buyer shall, ( ) days prior to the first day of the time of shipment specified in this Contract, within ( ) days after the signing of this Contract, establish in favor of the Seller an irrevocable letter of credit available by. sight payment, negotiation, issued by _(Banks name), by telex, SWIFT, mail, brief telex and mail in the amount of _the contents of which shall be in conformity with the terms of this Contract, and the letter of credit shall be valid for presentation of documents in the locality of the beneficiary-months after issuing date of the letter of credit. The statement “this credit is subject to Uniform Customs and Practice for Documentary Credits, 1993 Revision, International Chamber of Commerce Publication No. 500” shall be contained in the letter of credit. 10.1.3 Deferred Payment The Buyer shall, ( ) days prior to the first day of the time of shipment (the date of shipment). specified in this Contract. within ( ) days after the signing of this Contract, establish in favor of the Seller an irrevocable letter of credit available by acceptance deferred payment negotiation after sight the date of B/L of Airway Bill or Railway Consignment Note, or Multimodal Transport Document presentation of documents issued by _(Banks name), by telex, SWIFT, mail, brief telex and mail in the amount of _ the contents of which shall be in conformity with the terms of this contract, and the letter of credit shall not be valid for presentation of documents in the locality of the beneficiary _months after issuing date of the letter of credit. The statement “this credit is subject to Uniform Customs and Practice for Documentary Credits, 1993 Revision, International Chamber of Commerce Publication No. 500” shall be contained in the letter of credit. (2) Collection 10.1.4 Document Against Payment (D/P) After shipment, the Seller shall deliver a sight bill of exchange drawn on the Buyer together with the required documents to the Buyer through a Bank. The Buyer shall effect the payment immediately upon the presentation of the bill of exchange and the required documents. 10.1.5 Document Against Acceptance (D/A) After shipment, the Seller shall deliver a bill of exchange drawn on the Buyer, payable _days after sight together with the required documents to the buyer through a bank for acceptance. The Buyer shall accept the bill of exchange immediately upon the first presentation of the bill of exchange and the required documents and shall effect the payment on the maturity date of the bill of exchange. (3) Remittance 10.1.6 The Buyer shall, within _ days after the receipt of the required documents, within _ days after the date of the Bill of Landing. Pay the invoice value of the goods to the Sellers account with a bank designated by the Seller by means of T/T(Telegraph Transfer), M/T(Mail Transfer), D/D(Demand Draft). 10.2 Documents Required The following documents shall be prepared by the Seller and submitted to the Buyer: 1. Bill of exchange drawn on _(Banks name, on L/C basis) the Buyer ( on collection basis) 2. Transport document (select one of the following): 1) clean on board ocean bill of landing made out to order, or to order of _ and blank endorsed marked freight prepaid/paid, or to collect notifying consignee, or _ 2) non-negotiable sea waybill made out to _marked freight prepaid/paid, or to collect notifying _ 3) multimodal transport document 4) air transport document (airway bill/ air consignment note) 5) railway transportation document 6) courier and post receipts 3. Other document (s) 1) commercial invoice 2) insurance policy insurance certificate 3) quality inspection certificate/inspection report/ analysis certificate issued by _ 4) certificate of origin FORM A (GSP) 5) packing list 6) weight list 7) notice of shipment shipping advice Documents 1 to 7 _in originals and copies 4. Other documents (if required):_ 11. 3 Banking Charges Depending upon the method of payment selected pursuant to Clause 10.1 above, the Buyer shall bear all banking charges incurred in the country of L/C issuing bank (in case of payment by L/C) Collecting bank (in case of payment by D/P or D/A) Remitting bank (in case of payment by remittance), and the seller shall bear all banking charges incurred outside such country, unless otherwise agreed by the parties. 11. Terms of Delivery 11.1 Packaging All goods shall be packaged to prevent damage from dampness, rust, moisture, erosion and shock, and shall be suitable for ocean transport, on deck/not on deck multimodal transport. container transport The Seller shall be liable for any damage and loss of the goods attributable to inadequate or improper packaging. The measurement, gross weight, net weight of each package and any necessary cautions such as “Do not Stack Upside Down”, “Keep Away From Moisture”, “Handle With Care”, “Hook-on Point” shall be stenciled on the surface of each package with fadeless pigment, whenever necessary. If the goods to be shipped include any flammable, hazardous or dangerous materials, the Seller shall indicate on the surface of each package appropriate cautions with respect to the special care for the transport and handing thereof as well as the identification numbers of other indications required under customary international practice and/or regulations applicable to such materials, if any. 11.2 Terms of Shipment 11.2.1 If shipment is made under the terms of CFR or CIF, the Seller shall, not later than ( ) days before the time of shipment, inform the Buyer by Telex, or Fax of the name, nationally, age and other details of the carrying vessel as well as the contract number for each shipment. The shipment shall not be effected without the confirmation from the Buyer with respect to the acceptability of the vessel; provided that, the Buyer shall not unreasonably withhold such confirmation. The Buyer shall confirm the vessel, by telex, or fax, within 3, latest 5 working days, otherwise, the vessel shall be regarded as confirmed. 11.2.2 If shipment is made under the term of FOB, the Buyer shall book shipping space in accordance with the time of shipment stipulated in this Contract. The Seller shall, at least ( ) days before the date of shipment stipulated in this Contract, advise the Buyer by Telex, Fax or Cable of the Contract number, the package numbers, the total weight and volume and the date when the goods should be ready for shipment at the port of shipment. The Buyer shall, at least ( ) days before the estimated date of arrival of the vessel at the port of shipment, notify the Seller of the name of the vessel, the estimated date of arrival and the contract number for the arrival has to be changed, the Buyer or its shipping agent shall advise the Seller in time, however not later than ( ) days prior to the scheduled date of arrival, to make necessary arrangement Should the vessel fail to arrive at the port of shipment within ( ) days after the arrival date advised by the Buyer, the Buyer without prejudice to any other claims of Seller under this Contract and the provisions of the Incoterms, shall bear all actual expenses, including, the storage expenses and interest charges, calculated from the ( ) day thereafter. The Seller shall be liable for any dead freight or demurrage, should they fail to have the quantity of the goods ready for loading in time as stipulated, if the carrying vessel has arrived at the port of shipment as advised. 11.2.3 If shipment is made under the terms of FOB,CFR,CIF or FCA, the Seller shall, immediately upon the completion of the loading of the goods, provide the Buyer and the consignee appointed by the Buyer, with notice of shipment by Telex, Fax or Cable. The notice shall include the contract number, name of commodity, quantity , net and gross weight measurements, invoiced value, bills of lading number, sailing date and the estimated date of arrival at the port of unloading. If shipment is made under the term of FOR or CFR, should the Seller fail immediately to provide the shipment notice to the Buyer and/or the consignee appointed by the Buyer, and the Buyer can not procure the insurance in time, the Seller shall be responsible for any damage to and/or loss of the goods incurred in the course of transport. 11.2.4 (This clause shall be maintained or deleted) Upon completion of loading , the Seller shall send to the Buyer one duplicate copy of each of the following documents together with the shipment (1) ocean bill of lading (or other transport document as per clause 10.2, item2) (2) commercial invoice (shipping lot no. to be indicated in case of partial shipment) (3) pacing list (4) weight list/quantity list (5) certificate of origin (6) quality inspection certificate/inspection report/analysis certificate issued by _ 11.2.5 Within ( ) working days after the date of actual shipment, the Seller shall airmail one copy of each of the documents mentioned in the preceding clause to the Buyer, or the consignee appointed by the Buyer. 11.2.6 Time of shipment is subject to timely issuance of the L/C as set forth in Clause 10. Delivery Date shall mean the B/L date, date of Airway bill or the date of Railway consignment Note, date of multimodal transport document. 12. Insurance If shipment is made under the term of FOB, CFR or FCA or CPT insurance shall be procured by the Buyer. If shipment is made under the term of CIF or CIP, insurance shall be procured by the Seller for 110% of the invoice value against F.P.A, or W.P.A, or All Risks. Additional insurance shall include: _ 13. Warranty (Select 13.1 or 13.2 respectively) 13.1 The seller shall warrant that all goods delivered by the Seller in quality, specification and packaging shall conform to the contract stipulations. The warranty period shall remain in effect until the expiration of ( )months after the delivery date, in case of partial shipment after the delivery date of the last shipment; ( ) months after the date of the completion of unloading of the goods at the port of unloading, latest however ( )months after the delivery date; ( )months after the date of the arrival of the goods at the destination but in no circumstances exceeding ( ) months after the date of completion of unloading of the goods at the port of unloading. ( ) months after the date of acceptance certificate signed by both parties however not exceeding ( ) months after the date of arrival of the goods at the port of unloading. 13.2 The Seller shall warrant that the quality, specifications and packaging of the goods delivered by the seller pursuant to this Contract shall conform to the contract stipulations. The Seller shall make no warranty as to the fitness of the goods thereof for any particular purposes or environments, except as stipulated in this Contract or as expressly or impliedly made known to the Seller at the time of signing this Contract.The warranty period shall remain in effect until the expiration of ( ) months after the delivery date. In case of partial shipment after the delivery date of the last shipment; ( ) months after the date of the completion of unloading of the goods at the port of unloading, latest however months after the delivery date; ( )months after the date of the arrival of the goods at the destination but in no circumstances exceeding ( )months after the date of completion of unloading of the goods at the port of unloading. ( ) months after the date of acceptance certificate signed by both parties however not exceeding ( )months after the date of arrival of the goods at the port of unloading. 13.3 In the event that the goods are found to be in breach of the said warranty and so notified during the term of the warranty in accordance with clause 17.1 and the cause of such breach is attributable to the Seller, the Buyer has the right to lodge claims against the Seller. The Buyers rights and the Sellers obligations under this warranty shall be settled in accordance with Clause 17. The Sellers warranty shall be excluded in case of deviation of the manufacturers written instructions or other cases of improper use or normal wear and tear in respect of the goods or parts of the goods which are subject to normal wear and tear by nature. 14. Inspection14.1 Pre- delivery inspection (Select one of the following, i.e.14.1.1 or 14.1.2 respectively) 14.1.1 The Seller shall, before the time of shipment, apply to the inspection organization for the inspection of the quality, specifications, quantity, weight ,packaging and requirements for safety and sanitation/hygiene of the goods in accordance with the stipulations of this Contract or -standards The inspection certificate issued by the said, inspection organization shall be an integral part of the documents to be presented for payment. Inspection Organization: In China: a)_Import & Export Commodity Inspection Bureau of the Peoples Republic of China. b)_ In Germany:_ (to be inserted if the inspection is required by mandatory regulations) 14.1.2 For Inspection by Manufacturer The Seller shall before the time of shipment, provide the Buyer with the inspection reports signed by the manufacturers on the quality ,specification, reports signed by the manufacturers on the quality, specification, quantity, weight, packing and requirements for safety and sanitation/hygiene of the goods in accordance with the stipulations of this Contract, or -standards. The said inspection reports shall be and integral part of the documents to be presented for payment. 14.2 Inspection upon Arrival For the purpose of warranty and other claims, the Buyer shall have the right to apply to the inspection organization for the inspection of the goods after the arrival of the goods at the port of unloading at the final destination Inspection Organization: In China:_ Import & Export commodity Inspection Bureau of the Peoples Republic of China In Germany:_ (according to Buyers option or Germany law). The Buyer shall give a notice of inspection to the Seller within sufficient time to enable Sellers presence before such inspection is conducted. The Seller may, on its own option and at his own expenses, be present at the inspection, The inspection can be conducted if the Seller is absent despite of timely notification by the Buyer. The Buyer shall conduct