外贸商务合同模板.doc

Contract No.合同号: _合 同CONTRACT合同编号：Contract No.日期：Date:买方: The Buyers最终用户:The End-user卖方: The Sellers 买卖双方经友好协商同意按照以下条款，由买方从卖方定购以下设备:This Contract is made by and between the Buyers and the Sellers through friendly consultation; whereby the Buyers agree to buy and the Sellers agree to sell the under-mentioned equipment subject to the terms and conditions as stipulated hereinafter:1. 设备名称、规格和数量 Name of the products, type and quantity_规格详见附件1 到 _，全部附件是本合同的不可分割部分，具有与本合同相等的法律效力。The detailed specifications in this contract refer to Appendix 1-_. All appendixes shall be indivisible components of this contract and with the same legal force as this contract. 2. 总价Total Amount货币Currency：_金额 Amount：_大写：_3. 价格条款Price Terms出厂价EX-WORK4. 装运期限Time of Shipment_5. 生产国别及制造厂商Country of origin & Manufacturer_/ Getinge _6. 包装Packing货物应用新的坚固木箱包装, 货物的包装必须适合于远程海空运和陆地运输, 并可经受多次装卸, 防潮, 防锈, 防震. 由于货物包装不当而造成的货物锈蚀,伤坏和损失将由卖方负责.To be packed in new strong wooden case(s) suitable for long distance ocean and/or air and/or land transportation and well protected against dampness, moister, shock, rust and rough handing. The Seller shall be liable for any rust damage and loss attributable to inadequate or improper protective measures taken by the Seller in regard to the packing. 7.唛头Shipping Mark卖方应在每个包装箱的四侧用不褪色的油漆刷上箱号, 尺码, 毛重, 净重,合同号, 目的港, 吊钩位置, 重心及请勿倒置, 防潮, 小心轻放字样和下述唛头.On the four adjacent sides of each of package, the package number measurement gross weight, net weight, Contract No., port of destination, and the wording RIGHT SIDE UP, HANDLE WITH CARE, KEEP DRY, the lifting position, gravity center and the above shipping mark shall be stenciled with fadeless paint:_8. 装运口岸Port of Loading欧洲制造工厂/Factory in Europe9. 付款条件Payment Terms合同签订后_天内支付_%货款， 总计金额_。_% of contract amount will be paid within_days after contract signed; totally _.发货前支付_%货款， 总计金额_。_% of contract amount will be paid before shipment; totally_.发货后_天内支付_%货款， 总计金额_。_% of contract amount will be paid within_days after shipment; totally_.安装验收后_天内支付合同金额的_%，总计金额_。_% will be paid within _ days after installation and getting the acceptance sheet with the signature of the End Users and Seller; totally_.质保期一年结束后支付货款的_%，总计金额_。the balance _% will be paid after one year guarantee; totally_.10. 议付单据Documents for payment 由卖方签署的注明合同号、金额为 100 %合同金额的商业发票正本 份副本 份。Commercial Invoice covering 100 % of the contract value in original and copies issued by the Sellers indicating the contract no. 由卖方签署的装箱单正本 份。Packing List in original issued by the Seller. 制造商签发的原产地证明正本 1 份。Certificate of Country of origin issued by the manufacturer in 1 original. 制造商签发的质量证明书正本 1 份。Certificate of quality issued by the manufacturer in 1 original. 热处理或熏蒸证明证书正本。Heat Treatment or Fumigation Certificate in 1 original.11. 发货通知Shipping Advice卖方应于货物包装完毕后, 立即以书面通知买方合同号, 货名, 实装数量,毛重, 发票金额和出厂日期. The Seller, immediately upon the completion of the loading of the commodity, shall notify by cable/fax the Buyer of the contract number, name of commodity, quantity, gross weight, invoice value, date of delivery.12. 技术资料Technical Document卖方向买方提供一整套技术资料。The Sellers will provide a set of technical document to the Buyers. 13. 保修期Guaranty of Quality卖方保证合同货物由最好的原料制成, 使用的是第一流的工艺,该产品是全新的, 没有用过的, 而且与合同所规定的质量, 规格, 性能相符. 卖方保证合同货物在正确安装, 操作和维修的条件下, 将会在从货物后设备安装调试验收后12个月内或货物发运后18个月内给予满意的操作运转,先到为准.The Seller shall guarantee that the commodity is made of the best materials, with first class workmanship, brand new, unused and complies in all respects with the quality, specification and performance as stipulated in this Contract. The Seller shall guarantee that the goods, when correctly mounted and properly operated and maintained, shall give satisfactory performance for a period of 12 months counting from the date on which the commodity be installed and normal operation, or for a period of 18 months counting from the date on which the goods be shipped, whichever comes first.14. 检验Inspection(1) 制造商在发货前应对货物的质量, 规格, 性能和数量/重量进行精确全面的检验, 并且出具证明书, 证明货物与合同的规定相符. 该证明书将成为向银行议付的单据不可分割的组成部分. 但对于合同货物的质量, 规格, 性能和数量/重量来说, 不能成为最终的证明. 制造商所作检验的详细情况和结果必须写出报告,该报告应附在质量检验证书中.The manufacturers shall, before making delivery, make a precise and comprehensive inspection of the goods as regards the quality, specification, performance and quantity/weight and issued certificates certifying that the goods are in conformity with the stipulation of this Contract. The certificate shall form an integral part of the documents to be presented to the paying bank for negotiation of payment but shall not be considered as final in respect of quality, specification, performance and quantity/weight. Particulars and results of the test carried out by the manufacturers must be shown in a statement, which has to be attached to the Quality Certificate.(2)货物到达合同所在地之后, 买方应委请中国商品检验局(以下简称商检局)对质量, 规格, 数量/重量进行初步检验, 并且出具检验报告. 如发现货物规格或数量与合同不符, 或两者不符, 除保险公司或船运公司应负责的以外, 买方在到目的港后60日内有权拒收货物或向卖方提出索赔.After the goods arrive at port of destination, the Buyer shall apply to China Commodity Inspection Bureau (hereinafter called the Bureau) for a preliminary inspection of the goods in respect of their quality, specification and quantity/weight. If any discrepancies are found by the Bureau regarding the specification or quantity/weight or both, except those for which either the insurance company or the shipping company is responsible, the Buyer shall, within 60 days after discharge of the goods at the port of destination, have the right either to reject the goods or to claim against the Seller on the strength of the inspection certificate issued by the Bureau. (3)在本合同13条所规定的保证期内如果发现货物质量和规格与合同不符, 或如果无论什么理由, 证明货物有缺陷, 包括潜在缺陷, 或用了不合适的原料,买方应请求商检局进行检验, 买方有权根据商检局出具的检验报告向卖方索赔.Should the quality and specifications of the goods be not in conformity with contract, or should the goods defective within the guarantee period stipulated in Clause 13 for any reason, including latent defect or the use of unsuitable materials, the Buyer shall arrange for a survey to be carried out by the Bureau, and have the right to claim against the Seller on the strength of the survey Report.15. 索赔解决办法Settlement and Claims(1)如果卖方对买方在合同第13条和14条所规定的检验和质量保证期限内向卖方提出质量不符和索赔要求负有责任时, 卖方须经买方同意按以下一个或多个综合的方法来处理该项索赔:In case that the Seller are liable for the discrepancies and a claim is lodged by the Buyer within the time-limit of inspection and quality guarantee period as stipulated in Clauses 15 and 17 of this Contract, the Seller shall settle the claim upon the agreement of the Buyer in one or the combination of the following ways:A) 同意拒收货物并用合同规定的相同货币归还拒收货物部分的货款, 并且应承担与此相关的所有直接损失和费用, 包括由此产生的利息, 银行费用, 运费, 保险费, 检验费, 贮存费, 装卸费, 以及其它所有保管和维护被拒收货物所必需的费用. Agree to the rejection of the goods and refund to the Buyer the value of the goods so rejected in the same currency as contracted herein, and to bear all direct losses and expenses in connection therewith including interest accrued, banking charges, freight, insurance premium, inspection charges, storage, stevedore charges and all other necessary required for the custody and protection of the rejected goods.B) 根据货物劣质, 损害程度以及买方所损失和范围降低货物的价格. Devalue the goods according to degree of inferiority, extent of damage and amount of losses suffered by the Buyer.C) 将不符部分换成与合同规定的规格, 质量, 性能相符的新部件, 卖方应承担买方所承受的一切费用和损失.卖方应同时保证新换的部件按照本合同第15条的规定延长相应的质量保证期. Replace new parts, which conform to the specifications quality and performance as stipulated in this Contract, and bear all the expenses and direct losses sustained by the Buyer. The Seller shall at the same time, guarantee the quality of the replaced parts for a further period according to Clause 15 of this Contract.D) 由卖方自费派出技术人员对货物的不符和有缺陷部分进行修理.如卖方不能派出技术人员时, 买方有权代为修理, 由此所产生费用应由卖方承担. Repair or remove the defects and discrepancies of the goods under this Contract by Seller personnel at Seller expenses, if Seller can not send their personnel to do it, Buyer will have the right to do the repair or removal upon the Seller agreement and Seller shall bear all the costs occurred thereof.(2) 对于上述索赔, 如果卖方在收到买方索赔要求后 30天之内不能作出答复时, 应视为卖方接受了买方的索赔要求. The claims mentioned above shall be regarded as being accepted if the Seller falls to reply within 30 days after the Seller receive the Buyer claim.16. 不可抗力Force Majeure不论是在制造过程或装船或转运过程中, 因不可抗力这事故如战争,严重的火灾, 水灾, 台风, 地震和其它双方承认是不可抗力的事故, 造成卖方不能如期交货或不能交货时, 卖方可不负责任. 但卖方必须立即通知买方发生的事故, 并在以后的十四天内提供不可抗力事故发生地的有关政府当局出具的证明文件, 空邮给买方作为证明. 在此情况下, 卖方仍有义务采取必要的措施加紧供货, 如果不可抗力事故延续十周以上, 买方有权撤销该合同. The Seller shall not be responsible for the delay in shipment or non-delivery of the goods due to Force Majeure case such as war, serious fire, flood, typhoon, and earthquake and other case which be recognized by both parties upon agreement as being case of Force Majeure, which might occur during the process of manufacturing or the course of loading or transit, Seller shall advise the Buyer. Immediately of the occurrence mentioned above and within fourteen days thereafter, Seller shall send by airmail to the Buyer for their acceptance a certificate of the accident issued by the competent Government Authorities where the accident occurs as evidence hereof. Under such circumstances the Seller however are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more then ten weeks Buyer shall have the right to cancel the Contract.17. 迟交和罚款Late Delivery and Penalty除了本合同第19条所规定的不可抗力事故外, 如果卖方不能按合同规定时间准时交货, 买方可同意推迟交货, 但以卖方同意支付罚款为条件.该罚款由支付银行从议付的货物中扣除, 该罚款不应超过迟交货物总价的 5% . 迟交罚款按每七天 0.5% 的计算, 不足七天亦按七天计算. 如延期交货超过 10 个星期, 买方有权撤销合同. 尽管该合同已撤销, 卖方仍应毫无延迟地支付前面所说的罚金. Should the Seller fail to make delivery on time as stipulated in the Contract , with exception of Force Majeure cases specified in Clause 19 of this Contract , the Party A shall agree to postpone the delivery on condition that the Seller agree to pay a penalty which shall be deducted by the paying bank from the payment under negotiation. The penalty, however, shall not exceed 5% of the total value the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Seller fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyer shall have the right to cancel the contract an