CIF合同.doc

1 30 CONTRACT FOR Name of Goods OF Name of Project CONTRACT NO XXXXXX THE BUYER China Petroleum Engineering Southwest Company THE SELLER Date Chengdu P R China 2 30 CONTENT 1 DEFINITIONS 2 INTERPRETATIONS 3 OBJECT OF THE CONTRACT 4 COUNTRY OF ORIGIN AND MANUFACTURER 5 PRICE 6 PAYMENT 7 PACKING AND MARKING 8 DELIVERY 9 SHIPPING ADVICE AND TERMS OF SHIPMENT 10 LIQUIDATED DAMAGE 11 GUARANTEE OF QUALITY 12 CLAIMS 13 LIAISON AND COORDINATION MEETING AND INSPECTION 14 ERECTION TEST RUN COMMISIONING PERFORMANCE TEST AND ACCEPTANCE OF THE CONTRACT GOODS 15 CHANGE IN LAWS AND REGULATIONS 16 FORCE MAJEURE 17 CHANGE ORDERS AND CONTRACT AMENDMENTS 18 EXTENSIONS OF TIME 19 TERMINATION 20 CONFIDENTIAL INFORMATION 21 TAXES 22 SUBCONTRACTING 23 ARBITRATION AND GOVERNING LAW 24 PATENT INDEMNITY 25 ASSIGNMENT 26 EXPORT RESTRICTION 27 MISCELLANEOUS 28 LIAISON COMMUNICATION AND ADDRESS 3 30 ATTACHMENT ATTACHMENT 1 PRICE LIST AND PRICE BREAK DOWN ATTACHMENT 2 TECHNICAL AGREEMENT ATTACHMENT 3 EXTENT OF SERVICES AND TREATMENT CONDITIONS OF SELLER S TECHNICAL PERSONNEL ATTACHMENT 4 EXTENT OF SERVICES AND TREATMENT CONDITIONS OF BUYER S TECHNICAL PERSONNEL ATTACHMENT 5 SPECIMEN OF IRREVOCABLE LETTER OF GUARANTEE ISSUED BY SELLER S BANK FOR I ADVANCE PAYMENT II QUALITY GUARANTEE PERIOD ATTACHMENT 6 SPECIMEN OF MASTER PACKING LIST ATTACHMENT 7 SPECIMEN OF DETAILED PACKING LIST ATTACHMENT 8 PACKING 2 3 3 original clean on board ocean bill of lading and two nonnegotiable copies marked freight Prepaid and shipping mark notifying China Petroleum Engineering Southwest Company Master bill of lading is preferred Short form bill of lading is forbidden 3 Manually signed commercial invoice in five 5 originals issued by Seller covering 90 of the value of the shipped Contract Goods indicating Contract No L C No made out in details as per the Contract in case of more than one shipping mark the invoice shall be issued separately 4 Quality and Quantity Certificate for each equipment and material in three 3 originals and two 2 copies issued by Seller 5 Packing List including the Master packing list and Detail packing list in five 5 originals issued by Seller indicating name of Goods item No quantity gross and net weights measurement of each package and other important packing information The specimen is as per Attachment 06 6 One 1 copy of fax to Buyer advising particulars of shipment has been made within forty eight 48 hours after shipment 7 Test and inspection report for each equipment and material in three 3 copies issued by the manufacturer 8 One 1 copy of Shipment Release Note issued by the Buyer s inspector or One 1 copy of Waiver of Inspection issued by the Buyer 7 30 9 Certificate of Origin in one 1 original and two 2 copies issued by the authorities of manufacturer s country 10 One 1 original and two 2 copies of Insurance Policy or Certificate effected by Seller covering 110 value of goods shipped against ALL Risks 11 One original of Fumigation Certificate of all wooden packages or Seller s declaration for wood package stating that all wood packages are stamped IPPC mark and in compliance with ISPM 15 regulation or one original statement of non wooden materials packing issued by Seller 2nd Payment Ten percent 10 of the total Contract price shall be paid by Buyer to Seller by T T within thirty 30 days after Buyer has received the following documents and found them in order 1 Five 5 originals of manually signed commercial invoice covering ten percent 10 of the total Contract price issued by Seller 2 One 1 copy of the Acceptance Certificate of the Contract Goods signed by Buyer 3 An irrevocable Letter of Guarantee covering ten percent 10 of the total Contract price issued by a reputable and first class bank in favor of Buyer as a security of Seller s liabilities within the Quality Guarantee Period of the Contract Goods valid until thirty 30 days after the Quality Guarantee Period expires The specimen is as per Attachment 05 All the Bank Guarantees under this Contract should be re opened or transferred by Bank of China 4 5 In case Seller is liable for paying the penalties and or compensation to Buyer the payment shall be made by T T within ten 10 days after Seller has received the claim from Buyer Otherwise Buyer will have the right to deduct the amount from any payment made to Seller 4 6 All banking Charges incurred in China shall be borne by Buyer while all banking charges incurred outside of China shall be borne by Seller 4 7 All the banking Charges concerning the Letter of Guarantees shall be borne by Seller whether in or outside China 5PACKING AND MARKING 5 1 The attachment 08 Packing Shipping Instructions provide the Minimum Requirements and Instruction to Vendor s PACKING and MARKING The Seller should follow this instruction as the Minimum Requirements and Instruction to prepare the Packing and Marking so as to prevent the Contract Goods damage or deterioration during transit to their final destination as indicated in the Contract 5 2 The Contract Goods shall be carefully and strongly packed by Seller with shock resistant packing materials according to their shapes and different features so as to withstand moisture rain shock and numerous handlings during loading unloading and long distance Ocean 8 30 exposure to extreme temperatures salt and precipitation and open storage land and air transportation as the case may take place Packing case size and weights shall take into consideration where appropriate the remoteness of the goods final destination and the absence of heavy handling facilities at all points in transit Seller shall be liable for any damage and loss of the Goods and the expenses incurred on account of improper packing and for any rust attributable to inadequate or improper protective measures taken by Seller in regard to the packing 5 3 The packing materials used by Seller must be in compliance with statutes and regulations of the Cuba 5 4 Seller shall mark the following on the four 4 adjacent sides of each package with fadeless paint in conspicuous English and the words such as THIS SIDE UP HANDLE WITH CARE KEEP DRY etc Main Shipping Mark CPE SW CUPET 001 哈瓦那 CUBA Consignee China Petroleum Engineering Southwest Company End user Contract number XXXXXX Name of equipment XXXXXX Item number XXXXXX Package number XXXXXX Gross net weight kg XXXXXX Measurement length x width x height in each XXXXXX 5 5 Should any package weigh two 2 or more than two 2 metric tons the hoisting position shall be marked so as to facilitate loading unloading and handling 5 6 The following documents shall be enclosed in each package of Contract Goods a Detailed packing list in three 3 copies b Quality certificate in three 3 copies c Detailed ex works inspection report in three 3 copies Concerning any boiler and pressure vessels the relevant certificates and documents as per the requirements in the Technical Appendix shall be enclosed in their packages in three 3 copies d Three 3 copies of the overall assembly drawings for the equipment and its parts which are necessary to be assembled The above mentioned document shall not replace those requirements in Technical Appendix 5 7 Each kind of Goods especially spare parts accessories and special tools shall be attached with an individual label indicating description and identification number 5 8 The Spare Parts Accessories or Special Tools should be packed individually together with the Main Machine or Equipment 9 30 5 9 The loose accessories in packages or bundles shall be labeled by Seller indicating Contract No name of equipment attached name of accessories their position No and accessory No in assembly drawings Spare parts and tools shall be marked with the words Spare Parts or Tools beside the above particulars and will be shipped along with the main equipment 5 10 The Contract Goods shall not be packed until Seller is in receipt of Buyer s Shipping Release Note or Buyer s waiver of inspection 5 11 Seller will provide for suitable saddles and whatever else necessary for loading stowing and fastening the material on the conveyances including material and labor necessary for stowing fastening and trimming goods into containers or semi trailers 5 12 Material belonging to the same Contract but with different destinations or delivery points shall be packed separately 5 13 The hazardous material packing shall be marked according to National Standard GB190 85 and or the relevant international standard 6DELIVERY 6 1Delivery of Contract Goods The Delivery Term is CIF Name of Port Country 6 1 1 Time of Delivery The vessel carrying the contract goods shall leave or cause to leave the shipment port NOT LATER THAN April 30 2011 6 1 2 Port of Shipment Name of Port Country 6 1 3 Destination Name of Port Cuba 6 1 4 Partial Shipment is not allowed 6 1 5 Transshipment is not allowed 6 1 6 ON DECK shipment is not allowed 6 2Delivery of Technical Documentation 6 2 1 The Technical Documentation of the Contract shall be delivered by Seller based on DDP terms to the address nominated by Buyer by international courier service according to the schedule stipulated in Attachment 02 Technical Agreement to the Contract 6 2 2 Seller shall notify End user by fax within Forty eight 48 hours after dispatching each lot of the Technical Documentation In case of any loss shortage or damage of the Technical Documentation prior to its arrival at the above mentioned place Seller shall make the replacement and resend them to End user free of charge within three 3 days after receiving Buyer End user s notification 6 2 3 All Technical Documentation shall contain name of equipment tag no and Contract No One full set of service and operation instruction concerned shall be enclosed in the packaging case s 6 2 4 Seller shall submit to Buyer by e mail or fax a monthly report for manufacturing progress the specimen is as per Attachment 07 10 30 7SHIPPING ADVICE AND TERMS OF SHIPMENT 7 1Seller shall ship the goods within the time of shipment from the port of shipment to the port of destination The goods shall not be carried by a vessel flying the flag of the country which the Buyer or End User s country can not accept The age of vessel should not exceed 15 years 7 2Within forty eight 48 hours after each shipment is made Seller shall inform Buyer by fax of the Contract number the date and number of Bill of Lading total price and total number of packages total weight and total volume of the Contract Goods 7 3Within seventy two 72 hours after the shipment is made Seller shall submit to Buyer by fax or e mail all the scanned copies of the documents as specified in clause 4 3 7 4If any piece of equipment exceeds ten 10 metric tons in weight nine 9 meters in length two point seven 2 7 meters in height and or two point seven 2 7 meters in width or If any piece of Goods exceeds the maximum weight and or volume as specified in Technical Appendix Seller shall airmail Buyer a sketch in four 4 copies of the said item one 1 copy for Buyer and three 3 copies for End user within three 3 months after Effective Date of the Contract This information shall be the basis for Seller to deliver the item after confirmation by Buyer 7 5If Buyer fails to clear the customs and take over the Goods in time at the port of destination due to Seller having not provided required documents or the documents provided by Seller not being complete or correct Seller shall bear all costs and expenses thus occurred including the fine which Buyer pays to the Customs for the delay of the Customs declaration and storage fees of the Goods etc 8LIQUIDATED DAMAGE 8 2 Late delivery of Contract Goods In the event Seller for its own sake fails to make delivery of all or any part of the Contract Goods on time as stipulated in this Contract or its Appendix Seller shall pay penalties to Buyer The penalties shall be charged at the rate of 1 0 of the amount of the delayed Contract Goods for every seven 7 days however the liquidated damages shall not exceed ten percent 10 of the total Contract price Any fractional days less than seven 7 days shall be deemed to be seven 7 days for the calculation of liquidated damages In case the Seller fails to make delivery seven 7 weeks later than the time of shipment stipulated in this Contract the Buyer shall have the right to cancel this Contract and the Seller in spite of cancellation shall still pay the aforesaid liquidated damage The maximum liquidated damage is ten percent 10 of the contract price 8 3 Late delivery of Technical Documentation If due to Seller s reason the Technical Documentation is not delivered in accordance with the delivery schedule marked in Technical Appendix to the Contract Seller shall compensate Buyer 0 5 of the Contract price for each week of delay in delivery of each item of the Technical Documentation The delivery date shall deem to be the date signed by End user on 11 30 the receipt of the courier Any fractional days less than seven 7 days shall be deemed to be seven 7 days for the calculation of penalties The compensation above shall not exceed five percent 5 of the Contract price 8 4 Failure to provide technical service according to requirement If due to Seller s reason Seller fails to carry out technical assistance according to the requirement specified in Technical Appendix Seller shall pay ten percent 10 of Contract Price to Buyer for liquidated damages 8 5 Total Limitation of Liability Notwithstanding anything contained in this Contract to the contrary Seller s total liability in respect of any and all claims for damages or losses which may arise in connection with his performance or non performance under this Contract shall not exceed 100 one hundred percent of the Contract price provided that this clause doesn t violate the laws of the relevant country and is subject to the judgment for any competent court and provided that this limitation shall not apply to the cost of repairing or replacing defective equipment or to any obligation of the Seller to indemnify the Buyer with respect to patent infringement Such Limitation shall not be applied in case of intention or gross negligence of the Seller 8 6 Neither party shall be liable for the other s indirect and consequential damages or losses 9GUARANTEE OF QUALITY 9 1Seller shall guarantee that the Contract Goods are brand new and unused made out of the best materials with first class workmanship and that they incorporate all recent improvements in design and materials and complies in all respects with the quality specifications and performance as stipulated in Technical Appendix to the Contract 9 2Seller further guarantees that the Contract Goods when installed in accordance with the Technical Appendix and the instruction of Seller s technical personnel and properly operated and maintained shall be free from defects arising from any act or omission of the Seller or arising from design materials or manufacture and fulfill satisfactorily its performance as specified in Technical Appendix 9 3The mechanical warranty period of the Contract Goods for quality and performance shall be Twelve 12 months after the date of Acceptance Certificate issued by Buyer End user or Twenty four 24 months counting from the date on which the Goods arrives at the Port of Destination whichever concludes earlier 9 4In the event that the Contract Goods are found to be defective before the expiration of the said warranty period and so notified by Buyer Seller shall at its own account repair replace the defective Contract Goods or the defective parts or re supply the Contract Goods without any delay The mechanical warranty period for the repaired and or replaced Goods shall be Twelve 12 months from the date when they are installed and put into normal operation at End user s plant site or Twenty four 24 months after the Goods are repaired or replaced by Seller whichever comes later The letter of guarantee for quality guarantee period shall be extended accordingly If the Seller fails to remedy the defect within the period specified the Buyer may proceed to take within a reasonable period such remedial action as may be necessary at 12 30 the Seller s risk and expense and without prejudice to any other rights which the Buyerer may have against the Seller under the Contract Wear and tear parts are excluded as well as damages and mal function as a result of mal operation or improper or insufficient maintenance of the Contract Goods 10 CLAIMS 10 1From the signing date of the Contract to the expiration of the mechanical warranty period as stipulated in Article 9 should the quality specifications quantity weight packing and requirements for safety or sanitation hygiene of the Contract Goods be found not in conformity with the stipulations of this Contract or the defects or damages occur in the course of operation by reason of inferior quality bad design and workmanship or the use of inferior materials Buyer shall immediately give a notice of claims to Seller 10 2Seller shall in accordance with Buyer s claim be responsible for the Elimination of the defect s within reasonable time to be agreed upon by both parties complete or partial replacement of such Contract Goods or shall depreciate the Contract Goods according to the state of defect s When necessary with notice to Seller Buyer can eliminate the defect s himself at Seller s expenses 10 3Seller shall reply to Buyer s claim not later than seven 7 days after receipt of the claim The claims will be regarded as having been accepted if Seller fails to reply within the above mentioned time limit 11 INSPECTION 11 1 In Process Inspection The Seller shall no later than Fourteen 14 days after both parties signing of this Contract submit the detail Inspection and Test Plan including every inspection and test point accompanied with performing dates and working specification for the Buyer s review and approval For the witness test point or the hold test point specified in Technical Appendix the Buyer and or their nominated