成套设备进口合同－英文.doc

成套设备进口合同中英对照更新日期：2006-12-3 出处：正方翻译论坛 .7103475转载请声明出处8正8方8翻8译8网.3658259CIF Model Contract for Importation of Contract PlantTable ContentChapter 1 Definition Chapter 2 Scope of the Contract Chapter 3 Price Chapter 4 Payment Chapter 5 Delivery and Insurance Chapter 6 Packing and Marking Chapter 7 Technical Documentation Chapter 8 Design and Design Liaison Chapter 9 Standards and Inspection Chapter 10 Erection,Test Runs, Commissioning,Performance Test and Acceptance Chapter 11 Guarantee and Warranty Chapter 12 Improvement and Grant-back Chapter 13 Confidentiality Chapter 14 Claim Chapter 15 Cancellation Chapter 16 Force Majeure Chapter 17 Taxes and Duties Chapter 18 Arbitration Chapter 19 Effectiveness of the Contract and Miscellaneous List of Appendices Appendix 1 The List of Contract Equipment within the Sellers Supply Scope (Omitted) Appendix 2 Contents of Patent and/or Know-how and Delivery Schedule of elated Documentation (Omitted) Appendix 3 Specification, Performance, Guarantee Indices and Warranty for the Contract Equipment, Contract Plant and Contract Product (Omitted) Appendix 4 The Contents of Technical Service and the Treatment for the Sellers Technical Personnel Appendix 5 The Contents of Technical Training and the Treatment for the Buyers Technical Personnel Appendix 6 The Delivery Schedule of Contract Equipment (Omitted) Appendix 7 The List of the Itemized Price for the Contract Plant (Omitted) Appendix 8 The Arrangement for Design Liaison and Delivery of Design Package (Omitted) Appendix 9 The Standard and Codes for Design (Omitted) Appendix 10 The Arrangement for Erection, Test Runs, Commissioning, Performance Test and Acceptance (Omitted) Appendix 11 The Specimen of Irrevocable Letter of Guarantee for Advance Payment Issued by the Sellers Bank Appendix 12 The Specimen of Irrevocable Letter of Guarantee Issued by the Sellers Bank CIF Model Contract for Importation of Complete PlantContract No._. Date of Signature: _. Place of Signature:_. This Contract is made and entered into through friendly negotiation by and between China _Corporation, a corporation organized and existing under the laws of the Peoples Republic of China (hereinafter referred to as the Buyer), as one party and_, a corporation organized and existing under the laws of _ (hereinafter referred to as the Seller), as the other party, under the following terms and conditions: Chapter 1 Definition In the Contract unless the context otherwise defines, 1.1 Contact Equipment means the equipment, materials, spare parts or any part thereof supplied by the Seller including those with which Contract Products are produced, details of which are specified in Appendix 1 and 3 to the Contract. 1.2 Contract Plant means the plant comprised of Contract Equipment, Technology and the complete sets of auxiliary facilities, details as per Appendix 3 to the Contract. 1.3 Contract Product means the products manufactured in the Contract Plant, the technical specifications, performance and guarantee indices of which are specified in Appendix 3. 1.4 Contract Price means the sum payable to the Seller under the Contract for full and proper performance of its contractual obligations, details of which are specified in Appendix 7. 1.5 Contract Currency means the currency in which the payment is made under the Contract, namely_ . 1.6 Both Parties Banks, refer to_, as Buyers Bank; _, as Sellers Bank. 1.7 Erection means the installation of the equipment, spare parts and materials including placing and connecting the parts to their positions according to the design drawing, details of which are specified in Appendix 10. 1.8 Test Runs means the test conducted respectively on the individual equipment and a series of equipment after Erection in order to check the mechanical performance of Contract Equipment, details of which are specified in Appendix 10. 1.9 Commissioning means the initial production of the Contract Plant for the purpose ofcarrying out the Performance Test after the utilities being connected and the raw materials being put into the Contract Plant, details of which are specified in Appendix 10. 1.10 Performance Test means the tests conducted pursuant to Appendix 10, in order to identify whether the Contract Plant and the Contract Product have achieved the technical performance and guarantee indices specified in Appendix 3. 1.11 Acceptance means the Buyer accepts the Contract Plant after it reaches the technical performance and guarantee indices specified in Appendix 3. 1. 12 Port of Shipment and Unloading refers to_ port, as Port of Shipment;_ port as Port of Unloading. 1.13 Destination Airport refers to_ , PRC. 1.14 Job Site means the place where the Contract Plant is located, namely_,_ city,_ Province, PRC. 1.15 Site Representative means the representative nominated respectively by each Party, who is in charge of all the matters with respect to the contractual obligations of the respective Party on the Job Site. 1.16 Technical Documentation means the technical indices, specifications, drawings and documents related to Design, Inspection, Erection, Test Runs, Commissioning, Performance Test, operation and maintenance of Contract Plant, details of which are specified in Appendix 2, 3, 8 and 9. 1.17 Technical Service means the technical instruction, assistance and supervision rendered by the Seller to the Buyer with respect to Erection, Test Runs, Commissioning, Performance Test, operation, maintenance and other work related to the Contract Plant, details of which are specified in Appendix 4. 1.18 Technical Training means the training rendered by the Seller to the Buyer with respect to Erection, Test Runs, Commissioning, Performance Test, operation, maintenance and other work related to the Contract Plant, details of which are specified in Appendix 5. 1.19 Inspection Authorities refers to the local inspection branch of State Administration for Entry-Exit Inspection and Quarantine of PRC located at/near the Port of Unloading and/or the Job Site. 1.20 Warranty Period means a period starting from the date of acceptance, during which the Seller warrants the proper and stable operation of the Contract Plant and is responsible for eliminating any defects with respect to the Contract Plant, detail of which are specified in Appendix 3. 1.21 Effective Date of the Contract means the date when the contract is approved by competent authorities of the respective Partys countries. Chapter 2 Scope of the Contract 2.1 The Buyer agrees to buy from the Seller and the Seller agrees to sell to the Buyer _(Contract Plant), including the Contract Equipment, licensed patent and /or know-how, design, Technical Documentation, Technical Service and Technical Training, contents of which are specified in Appendix 1, 2, 4, 5, 8 and 9. 2.2 The Seller shall supply the Contract Equipment listed in Appendix 1. The technical specification, performance and guarantee indices of the Contract Equipment are specified in Appendix 3. 2.3 The Seller agrees to grant the Buyer a exclusive/or non-exclusive and transferable/or non-transferable license to use the patent and/or know-how in order to manufacture and sell the Contract Product within the territory of PRC, and export to_ (country), details of which are specified in Appendix 2. The Seller shall not prohibit the Buyer from using the patent and / or know-how after the expiration of the Contract. 2.4 The Seller shall undertake the design work with respect to the Contract Plant, details of which shall be as per Appendix 8. 2.5 The Seller shall submit to the Buyer the Technical Documentation as specified in Appendix 2,3,8, and 9. 2.6 The Seller shall dispatch its experienced, healthy and competent technical personnel to the Job Site to render Technical Service, details as per Appendix 4. 2.7 The Seller shall render Technical Training to the technical personnel dispatched by the Buyer. The number of personnel, training place and the extent of training are shown in Appendix 5. 2.8 The Seller shall, at the Buyers request, provide the Buyer with spare parts for normal operation of the Contract Plant at favorable prices within_years after the Acceptance of the Contract Plant. A separate agreement will be signed between the two Parties at that time. Chapter 3 Price 3.1 The total Contract Price for Contract Equipment, license of patent and/or know-how, design, Technical Documentation, Technical Service and Technical Training to be rendered by the Seller under the contract _(say: _only). 3.2 The breakdown price for the Contract Plant: 3.2.1 Price for Contract Equipment: A. Price for equipment; B. Price for spare parts; C. Price for material; D. Fees for insurance and freight. 3.2.2 Fees for licensed patent and/or know-how and related Technical Documentation: 3.2.3 Fees for design and related Technical Documentation: A. Design fee related to Contract Equipment and relevant Technical Documentation fee; B. Design fee related to licensed patent and/or know-how and relevant Technical Documentation fee; 3.2.4 Fees for Technical Service: A.Fee for technical service related to Contract Equipment; B.Fee for technical service related to the licensed patent and/or know-how. 3.2.5 Fees for Technical Training: A. Fee for technical training related to Contract Equipment; B. Fee for technical training related to the licensed patent and/or know-how. 3.3 The total Contract Price as specified in Article 3.1 is a fixed and firm price. 3.4 The Technical Service fee specified herein is the ceiling price for all theservice necessary for the performance of the contract. In case the service actually performed is less than estimated, the Buyer will pay the Seller the actual amount duly calculated. 3.5 The price for Contract Equipment as specified in Article 3.2.1 is for delivery CIF (liner term) Port of Unloading and the price for Technical Documentation as specified in Articles 3.2.2 and 3.2.3 is for delivery DDU Destination Airport. 3.6 The itemized price list of the Contract Plant in Appendix 7. Chapter 4 Payment4.1 All payments to be made by the Buyer to the Seller shall be effected through the Buyers Bank and the Sellers Bank in Contract Currency. 4.2 The Buyer shall make the payment in the following method: Option One: The total Contract price shall be Paid by Telegraphic Transfer (T/T) according to the following installments and percentage upon presentation of the following documents. Option Two: The total Contract Price shall be paid by Documents against Payment (D/P) or Documents against Acceptance (D/A) according to the following installments and percentage upon presentation of the following documents. Option Three: The total Contract Price, except the advance payment and the Technical Service fee, shall be paid by Irrevocable Letter of Credit. The advance payment and the Technical Service fee shall be paid by Documents against Payment (D/P). The Buyer shall, within _days after the Effective Date of the Contract, open an Irrevocable Letter of Credit, in favor of the Seller for thesaid amount. The Letter of Credit shall remain valid until_. 4.2.1 Advance Payment _ Percent (_%) of the price as specified in Article 3.2.1, 3.2.2, 3.2.3 and 3.2.5, i.e. (say_only) shall be paid by the Buyer to the Seller within_days after the following documents have been received and found in order: A. One (1) original and two (2) duplicate copies of the valid export license issued by relevant authorities of the Sellers and/or manufactures country or a statement of relevant authorities/agency certifying that no export license is required; B. One (1) original and one (1) duplicate copy of the Irrevocable Letter of Guarantee for advance payment issued by the Sellers Bank in favor of the Buyer covering_(say_only), specimen of which is specified in Appendix 11; C. Five (5) copies of pro-forma invoice covering the Contract Price; D. Five (5) copies of manually signed commercial invoice indicating the amount to be paid and the portion related to the licensed patent and/or know-how; E. Two (2) copies of sight draft. 4.2.2 Payment for license, design, Technical Training and Technical Documentation 4.2.2.1 _Percent (_ %) of the price for license, design, Technical Training and Technical Documentation as specified in Article 3.2.2,3.2.3 and 3.2.i.e._(say _only) shall be paid by the Buyer to the Seller upon delivery of the basic design package by the Seller and within_days after the following documents have been received and found in order: A. One (1) original and three (3) duplicate copies of the airway bill marked REIGHT PREPAIDor receipt of registered airmail for the delivery of basic design package; B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid and the portion related to license of patent and/or know-how; C. Two (2) copies of sight draft. 4.2.2.2 _ Percent (_%) of the price for license, design, Technical Training and Technical Documentation as specified in Article 3.2.2,3.2.3 and 3.2.5 i.e. _(say_only) shall be paid by the Buyer to the Seller upon delivery of the detailed design package by the Seller and within_days after the following documents have been received and found in order: A. One (1) original and three (3) duplicate copies of the airway bill marked REIGHT PREPAID or receipt of registered airmail for the delivery of detailed design package; B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid and the portion related to license of patent and/or know-how; C. Two (2) copies of sight draft. 4.2.3 Payment of Contract Equipment _Percent (_%) of the price for Contract Equipment as specified in Chapter 3.2.1, i.e. (say_only) shall be paid by the Buyer to the Seller pro rata upon each shipment and within_days after the following documents have been received and found in order: A. Three (3) originals and three (3) duplicate copies of clean on board ocean Bill of Lading made out to order, blank endorsed, notifying_and marked REIGHT PREPAID; B. Two (2) originals and two (2) duplicate copies of ocean transportation insurance policy or certificate for 110% of the invoice value of Contract Equipment showing claims payable in China in Contract Currency and covering all risks, war risk and on deck risk if applicable; C. Five (5) copies of manually signed commercial invoice indicating the amount to be paid and the itemized price; D. One (1) original and five (5) duplicate copies of detailed packing list indicating the shipping weight, number and the date of the corresponding invoice; E. One (1) original and five (5) duplicate copies of ex-works quality certificate issued by the manufacturer; F. Two (2) copies of sight draft; G. One (1) original and five (5) duplicate copies of certificate of origin issued by relevant authorities or agency of the manufactures country; H. One (1) copy of the Buyers fax showing that the carrying vessel has been approved by the Buyer; I. One (1) copy of fax advising the Buyer of the shipment immediately after it is made. 4.2.4 Payment after the Acceptance of the Contract Plant _Percent (_%) of the price as specified in Article 3.2.1, 3.2.2, 3.2.3 and 3.2.5, i.e._(say_only) shall be paid by the Buyer to the Seller within_days after the following documents have been received and found in order: A. One (1) copy of the Acceptance Certificate of the Contract Plant signed by the Site Representatives of two Parties; B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid and the portion related to the licensed patent and/or know-how; C. Two (2) copies of sight draft. 4.2.5 Payment after the Expiration of the Warranty Period of the Contract Plant _Percent (_%) of the contract price as specified in Article 3.2.1, 3.2.2, 3.2.3 and 3.2.5,i.e._(say _only) shall be paid by the Buyer to the Seller within _days after the following documents have been received and found in order: A. One (1) copy of the Certificate certifying the expiration of the Warranty Period of the Contract Plant issued by the Buyer; B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid and the portion related to license of patent and/or know-how; C. Two (2) copies of sight draft. 4.2.6 Payment for Technical Service The Technical Service fee as specified in Article 3.2.4 shall be paid by the Buyer to the Seller once every _months after the arrival of the first group of the Sellers technical personnel at the Job Site and within _days after the following documents have been received a