contract合同样本(doc 7页).doc

CONTRACT Contract No.:DH2002-GPA254-0202-NO DATE: May 22, 2007The Buyers: Evergreen industries groupAddress: 69 Jiang Nan Road, Ningbo, Zhejiang, Peoples Republic of ChinaPost Code: 315040Fax No: 86 0574 8778 7509 Telephone No: 86 0574 8778 7510The Buyers: Zhejiang Shipbuilding Co., Ltd.Address: 69Jiang Nan Road, Ningbo, Zhejiang, Peoples Republic of ChinaPost Code: 315040Fax No: 0086 574 8777 8673 Telephone No: 0086 574 8779 2384The Sellers: Ing. Per- Gjerdrum A/SAddress: P.O. Box 154 N-1395 Hvalstad, NorwayFax No: 47 66 77 56 01 Telephone No: 47 66 77 56 00This contract is made by and between the Buyers and the Sellers, whereby the Buyers agree to buy and the Sellers agree to sell the under mentioned commodity according to the terms and conditions stipulated below:1. Name of the goods and its specification, quantity, unit, price and total value:DESCRIPITION OF COMMODITYUNITQTYUNIT PRICEAMOUNT1. Liquid Mud pump, liquid mud agitator, liquid mud tank cleaning machine, liquid mud jetting pumpshipset1USD185,000.00CIF NINGBO USD185,000.00SPECIFICATIONS AND SCOPE OF SUPPLY AS PER ATTACHED TECHNICAL AGREEMENT SIGNED BETWEEN BUYER AND SELLER ON March 1st ,2006.TOTAL VALUE: SAY CIF NINGBO BY SEA IN USD ONE HUNDERED EIGHTY FIVE THAUSAND ONLY2. Country of Origin and Manufacturer: Norway/ Ing.Per-Gjerdrum A/S3. Time of Shipment: Before Nov 20st, 20094. Place of Shipment: Main European Port5. Place of Destination: Ningbo Seaport, China6. Shipping Mark:The sellers shall mark on each packages with fadeless paint the package number, gross weight, net weight, measurements, shipping mark and the words: “keep away from moisture”, “Handle with care”, “This side up”, ect. Or other generally adopted symbols. In the case of dangerous and /or poisonous cargo (es) and the generally adopted symbols shall be marked conspicuously on each package. The shipping mark shall be:Hull No.: DH2002Contract No.: DH2002-GPA254-0202-NoZhejiang Shipbuilding Co., Ltd.7. PackingTo be packed in new sea-worthy strong wooden case(s) or in container or in cartons as per international packing standard, suitable for long distance Sea/ Air freight transportation/parcel post and change of climate, well protected against dampness, moisture, rust, shocks and rough handling, protected for a period of six months from date of shipment.The Sellers shall be liable for any damage of the commodity and expenses occurred on account of improper packing and for any rust attributable to inadequate or improper protective measures taken by the Sellers in regard to the packing, in which case they shall rectify the transport damage and in case of corrosion, reimburse the Buyer for relating expenses incurred up to an amount the Seller would have incurred the remedial action been taken by himself at his premises.It is Buyers responsibility to check packing and preservation. In case Buyer becomes aware of damages of packing and preservation or period of preservation has been elapsed he shall inform Seller without undue delay; Otherwise Seller is released from its warranty obligations.With the engine package, the lifting device should be delivered which shall remain property of Seller and be returned DDU Sellers premises in due time after installation of the engine.Following documents shall be enclosed in each package:Detail packing list in 2 copies issued by the Manufacturers/ Seller indicating the number, content, measurement, net and gross weight of each package.8. Insurance:To be covered by the Sellers for 110% of Delivered Goods Value.9. Payment:As per the attachment 1 of this contract.10. Documents:1) 3 original commercial invoice and 3 copies indicating sold to Evergreen industries group, indication contract number L/C number and shipping mark mad out in details as per the related contract.The sellers should supply an additional set of original commercial invoice to Zhejiang Shipbuilding Co., Ltd.2) Bill of Lading2/3 sets of on board ocean bills of lading in original and copies marked “Freight Prepaid” made out to order, blank endorsed, notifying Consignee, at place of destination specified in the contract.3) 3 sets of packing list in original and 3 sets of copies indicating contract number, name of the commodity, package number, Net/Gross weight, measurement of packages issued by the sellers/makers.4) Insurance certificate covered all risks and war risks base on 110% of delivered goods value in three (3) copies.5) Certificate of Quantity issued by the sellers.6) Beneficiarys certificate certifying that the “IPPC” mark has been stamped on surface of wood package/crate./pallet by Heat treatment provider with proper reference and authorization of certified National Plant quarantine authorities/protection organization of exporting country of region. The sample of the “IPPC” mark and number shall be showed on this Beneficiarys certificate.7) Copy of telex/ telefax to the buyers advising the shipment details including the name of the commodity, gross weight, ETA, ETD, etc. immediately within 3 working days after shipment is made.In addition, the sellers should send the following documents directly to Zhejiang Shipbuilding Co.,Ltd. by express courier as soon as possible after shipment. Should the Sellers fail to do so, the Sellers shall bear the penalty for the delay of Chinese Customs Declaration and Demurrage which the Buyers pay to the Cargo Agency. A) 1 original commercial invoice B) 1 original of the packing list C) 1/3 sets of on board ocean bills of lading in original D) Beneficiarys certificate certifying that the “IPPC” mark has been stamped on surface of wood package/crate/pallet by Heat treatment provider with proper reference and authorization of certified National Plant quarantine authorities/protection organization of exporting country or region. The sample of the “IPPC” mark and number shall be showed on this Beneficiarys certificate.11. Shipment: CIF Terms The sellers shall the commodity from the port of shipment within the shipment time for shipment to the port of destination. Transshipment is not allowed. Partial shipment is not allowed. The contracted commodity shall not be carried by a vessel flying the flag of a country which the Buyers cannot accept.12. Inspection and Claims: a. Under the presence of the classification societys representative Seller will carry out an Acceptance Test Run of the engine on its test bed to verify the data as specified in this Contract. Sellers has to inform Buyer about the date of this Acceptance Test Run twenty days in advance and to provide a corresponding testing program. Buyer is entitled to attend the Acceptance Test Run at his own expense.Seller shall issue a test certificate. To the extent not covered by the test, Manufacturer shall, before making delivery, make a precise and comprehensive inspection of the goods as regards their quantity, quality and weight and issue a Certificate certifying that the goods are in conformity with stipulation of this Contract。b. Within 30 days after arrival of the goods at the port of destination, the buyer shall apply to Ningbo Import &Export commodity Inspection &quarantine Bureau of P. R. China for the final inspection of the goods in respect of their quality, quantity and weight. If any discrepancies are found by the inspection bureau regarding the quality, quantity and weight expect those for which the Seller is responsible, the buyers shall have right to claim shall be regarded as accepted if the sellers fail to reply within 30 days after receipt of the Buyers claim.13. Settlement of Claims:In case a claim is lodged by the Buyers within the period of claim as stipulated in clause 12 of this Contract, which is based on failures in design, workmanship or material, the Sellers shall settle the claim by:Repair or replace the defective goods with new ones which conform to the specifications, quality and performance as stipulated in this Contract and bear all expenses incurred for repair/replacement incl. dispatch, as well as reasonable costs of removal and installation of Equipment, further, if under consideration of the individual case this can be reasonably demanded, the costs of necessary services of his mechanics and assistants. The guarantee period of repair or replacement goods shall also be 13 months as specified in Clause 12 of this Contract from the date on which the new-built ship be delivered to the ship owner or 26 months counting from the date on which the commodity arrives at the port of destination, whichever is earlier. In case the defective goods are found, the Seller must replace it within 30 days after receiving the Buyers written notice, unless the nature of the defect acquires some longer period. Buyer shall give Seller necessary time and opportunity to remedy the Defect. If defects of deficiencies of the goods supplied under this Contract occur in the course of operation within warranty period, the Seller shall immediately be informed by a telefax notice from shipyard or ship owner (or its nominee) describing such defects or non-conformities.IF SELLER is not successful in the repair or replacement of the same defective goods as described above after two attempts, the Seller will agree to one of the following:a) the rejection of the defective goods and refund to the BUYER the value of the defective good rejected in the same currency as contracted herein and bear all direct losses and expenses in connection therewith including interest occurred, banking charges, freight, insurance premium, inspection charges, storage charges and all other necessary expenses required for the custom and protection of the rejected goods.b) Devalue the defective goods according to the degree of inferiority, extent of damage and amount of direct losses suffered by the buyers and End users.14. Guarantee of Quality: The Sellers guarantee that the commodity hereof is made of the best materials with first class workmanship, branded new and unused and complies at the time of delivery in all respects with the quality and specification stipulated in this contract. The Seller further warrants that it shall remain free from defects attributable to failures in design, workmanship or material for a period of 26 months counting from the date on which the commodity arrives at the port of destination or 13 months counting from the date on which the new-built ship be delivered to the ship owner whichever comes earlier.15. Force Majeure:The Sellers shall not be held responsible for the delay in shipment or non-delivery of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. “Force Majeure” shall mean any cause beyond the reasonable control of either party, which prevents or impedes the due performance of this Contract and which by due diligence Seller is unable to avoid or overcome through its individual effort. Force Majeure shall include but shall not be limited to war, natural disasters, fire, riots, strike, lock-out, embargo. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within 14 days thereafter, the Sellers shall send by airmail to the Buyers for their acceptance a certificate of the incident issued by the Competent Government Authorities or Chamber of Commerce where the incident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary reasonable measures to hasten the delivery of goods. In case the accident lasts for more than six weeks, the Buyers shall have the right to cancel this Contract.16. Late Delivery:Should the Sellers fail to make delivery on time as stipulated in this Contract, with exception of Force Majeure causes specified in Clause 15 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay penalty which shall be deducted by the paying bank from the payment, The penalty, however, shall not exceed 5 % of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, less than seven days should be counted as 7 days. In case the Sellers fail to make delivery 10 weeks later than the time of shipment stipulated in this Contract, the Buyers shall have the right to cancel this contract and the Sellers, in spite of cancellation, shall still pay the aforesaid penalty to the Buyers without delay, The remedies provided hereunder constitute the full and final remedies available for delay.17. Arbitration:All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiation. In case no settlement can be reached, the case shall then be submitted for arbitration according to the Rules of Arbitration by the International Chamber of Commerce by three arbitrators appointed in accordance with said Rules: Proceedings and the award shall be in the English language. The Arbitration shall take place in Zurich, Switzerland and the decision of the Arbitration Committee shall be final and binding upon both partie