合同(英文)标准格式

1、CONTRACT CONTRACT NO.: JU2000E4-DNS-PO- The Buyer: DALIAN SHIPBUILDING INDUSTRY CO.LTD(DSIC)Address: No.1HAIFANG STREET, DALIAN, P.R. ChinaTel: (86-411) Fax: (86-411) The Seller: Address: Tel: Fax: The User: CHINA OILFIELD SERVICES LIMITED (COSL)This Contract is made by and between the Buyer and the

2、 Seller; whereby the Buyer agrees to buy and the Seller agrees to sell the under-mentioned commodity according to the terms and conditions stipulated below:1. DETAILS OF COMMODITIES HULL NO. COMMODITY, SPECIFICATIONSUNITQTY. UNIT PRICE TOTAL AMOUNTJU2000E-04(Scope of supply as per the details specif

3、ied in Technical Agreement)USD-CIF DALIANUSDTOTAL VALUE:SAY CIF DALIAN US DOLLAR ONLYShould the Buyer(s) further order the same Commodity at the same year and next year, the Sellers hereby agree to provide the Commodity with same unit price and quality as describe herein.2. COUNTRY OF ORIGIN AND MAN

4、UFACTURER 3. PACKING Unless otherwise specified in Contract, the supplied goods shall be packed by export standard protective measures. Such packing shall be suitable for long distance ocean and inland transportation and well protected against dampness, moisture, shocks, rust and rough handling so a

5、s to ensure that the goods will safely arrive at the site without any damage due to the above mentioned reasons. The Seller shall be liable for any rust, damage and loss caused by inadequate or improper packing or protective measures provided by Seller. The Seller shall provide the Buyer the shippin

6、g documents together with quarantine certificate for wooden packing materials. Two copies of the each packing list and the quality certificate shall be packed in each package. One copy is inside and the other outside. Packing materials shall not allow using the wooden with skin and worm or any alive

7、 egg.4. SHIPPING MARK The Seller shall mark on the four adjacent sides of the each package with fadeless paint the package number or serial number of the package, gross weight, net weight, measurement, contract No., port of destination and necessary wordings such as “KEEP AWAY FROM MOISTURE”, “HANDL

8、E WITH CARE”, “THIS SIDE UP” and “KEEP DRY” etc. And the shipping mark: Contract No. JU2000E4-DNS-PO- DALIAN SHIPBUILDING INDUSTRY CO.LTD Dalian, P.R.CHINAHULL NO.: JU2000E-04Destination The Seller shall mark on two sides of each package which weight is 0.5 ton or more or cubage is one cube meter or

9、 more in English with appropriate transportation marks common in international, the “center of gravity” and “point of slinging” in order to facilitate loading, discharging and handling.5. TIME OF SHIPMENT:6. PORT OF SHIPMENT: 7. PORT OF DESTINATION: DALIAN, the P.R. CHINA8. INSURANCEa) Under EXW, FO

10、B, FCA and C&F terms, insurance to be covered by the Buyer.b) Under CIF and CIP, insurance to be covered by the Seller with the Buyer as the beneficiary for 110% of invoice value of the goods shipped against all risks. 9. PAYMENTa) By Direct Remittance (T/T) Payment shall be effected by the Buyer, b

11、y Telegraphic Transfer within Forty-five (45) business days upon receipt from the Seller of the goods and all supporting documentations, specified in Clause 10 of this Contract and subject to Acceptance Report.b) By Letter of Credit (L/C) 90% Under Letter of Credit: The Buyer, upon receipt from the

12、Seller of the shipping advice specified in Clause 12 hereof, shall within 20 calendar days prior to the date of shipment, opens an irrevocable Letter of Credit with Bank of China, Bank of China, Liaoning Branch, Dalian, China, in favor of the Seller, for 90% of total value of contract. The credit sh

13、all be available against Sellers draft(s) drawn at sight on the opening bank for 100% invoice value accompanied by the shipping documents specified in Clause 10 hereof. The opening bank shall effect payment (by telegraphic transfer) against presentation to them of aforementioned draft(s) and documen

14、ts. The letter of credit shall be valid until the 21th day after the shipment is effected The Buyer shall pay the remainder of total value of the Contract to the Seller within 60th business days by Telegraphic Transfer (T/T) after acceptance and upon receipt of a WARRANTY BOND or a Bank Guarantee wh

15、ich amount should equal to 10% of total contract value or after the CERTIFICATE OF ACCEPTANCE is presented by the Buyer. This payment shall be deducted by any penalties incurred in this Contract. Note: the following address is applied to L/C and T/T payment.Beneficiary: Address: Name of Bank: Accoun

16、t No.:Bank Address:Swift Code:Bank Phone & Fax:c) All the banking charges incurred in China shall be borne by the Buyer while all banking charges incurred outside China shall be borne by the Seller.10. DOCUMENTS(1) Bill of Lading / Airway Bill A) In case of sea freightThree originals and two copies

17、clean on board ocean bills of lading marked “Freight Prepaid” (CIF and C&F)/ “Freight to Collect”(FOB), Contract No. and shipping mark made out to order and blank endorsed, notifying the Buyer with typing its complete address and telephone number.B) In case of air freightOne original and two copies

18、airway bill marked “Freight Prepaid” (CPT, CIF and C&F)/ “Freight to Collect”(FOB), Contract No. and shipping mark and consigned to the Buyer.(2) Invoice in three originals and two copies indicating contract number and shipping mark (in case of more than one shipping mark, the invoice shall be issue

19、d separately), made out in details as per the related contract.(3) Packing list in three originals and two copies with indication of shipping weight, shipping mark, numbers of boxes, sizes and invoice number.(4) Certificate of Quality and Quantity in one original and two copies issued by the Manufac

20、turers / Seller.(5) Certificates of HEAT TREATMENT in one original issued by Local Authority (such as Department of Agriculture, etc.) for conifer solid wood packing.(6) Copy of fax to the Buyer advising particulars of shipment immediately after shipment is made.(7) Certificate of Origin in one orig

21、inal and two copies.(8) Technical Documents concerned.11. SHIPMENT(1) The Seller shall ship the goods within the shipment time from the port of shipment to the port of destination. (2) Trans-shipment and partial shipment are not allowed (unless specified elsewhere in this Contract). All fees related

22、 to handling, transportation and Custom clearance shall be borne by the Seller for the shipments beyond which specified in this Contract.(3) A vessel flying/A aircraft painted the flag of the country that the Buyer cannot accept shall not carry the contracted goods.12. SHIPPING ADVICEl Under payment

23、 terms of T/T: Immediately after the goods have been shipped/dispatched, l Under payment terms of L/C: At least 30 calendar days before the goods are going to be shipped/dispatched,The Seller shall send the Buyer and the consignee by fax a shipping advice giving particulars including at least: (1) C

24、ontract number, (2) Name of the goods, (3) Quantity delivered including number of package, total measurement, gross and net weight, (4) Total value, (5) Name and sailing/flying date of the carrying vessel/aircraft, (6) Port of departure and destination,(7) In the event of the Buyer being unable to a

25、rrange for insurance in consequence of the Seller failure to send the above advice in time, the Seller shall be held responsible for all the losses thus sustained by the Buyer.13. WARRANTYThe Seller shall guarantee that the commodity hereof is made of the best materials, with first class workmanship

26、, brand new and unused, and complies in all respects with the quality and specification stipulated in the Contract. The Seller shall also bear the responsibility of design disfigurement and wrong under no specified standards. The goods supplied by Seller should be suitable installed and adjusted abo

27、ard. The guarantee period shall be thirty (30) months counting from the date on which the commodity arrives at the port of destination or eighteen (18) months from the date of signing of the Delivery and Acceptance Protocol of the Vessel signed by the Buyer & the Seller, whichever longer one applied

28、. Should the quality, specification or quantity of the goods are found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the guarantee period shall be counted again from the date of replacement or repai

29、r stipulated in Clause 14 hereof having been made.14. CLAIMS(1) Within (90) business days after the arrival of the goods at destination, should the quality, specification or quantity be found not in conformity with the stipulations of this contract except those claims for which the insurance company

30、 or the owners of the vessel/aircraft are liable, the Buyer shall, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation.The Certificate so issued shall be accepted as the base of a c

31、laim. The Seller, in accordance with the Buyers claim shall be responsible for the immediate elimination of the defects(s), complete or partial replacement of the commodity or shall devaluate the commodity, according to the state of defect(s).(2) In case that the Seller are liable for the discrepanc

32、ies and a claim is lodged by the Buyer within the time-limit of inspection and quality guarantee period as stipulated in Clause 13 of this Contract, the Seller shall settle the claim upon the agreement of the Buyer in one or a combination of the following ways: (3) Agree to the rejection of the good

33、s 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 o

34、ther necessary expenses required for the custody and protection of the rejected goods.a) Devalue the goods according to the degree of inferiority, extent of damage and amount of losses suffered by the Buyer.b) Replace with new parts that conform to the specifications, quality, and performance as sti

35、pulated 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 13 of this Contract.c) Repair or remove the defects and discrepancies of the goods un

36、der this Contract by Seller personnel at Sellers expense, if Seller can not send their personnel to do it, Buyer will have the right to do the repair or removal upon the Sellers agreement, and Seller shall bear all the costs occurred thereof.(4) The claims above-mentioned shall be regarded as being

37、accepted if the Seller fails to reply within five (5) business days after the Seller receives the Buyers claim.15. FORCE MAJEUREThe Seller shall not be held responsible for the delay in shipment or non-delivery of the goods due to Force Majeure, such as war, serious fire, flood, typhoon, earthquake,

38、 and other cases which will be recognized by both parties upon agreement as being a case of Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Seller shall advise the Buyer by fax immediately of the occurrence mentioned above and within f

39、ourteen days thereafter, the Seller shall send by registered airmail/DHL to the Buyer immediately of the occurrence mentioned above and within fourteen days (Calendar Day) thereafter, the Seller shall send by airmail to the Buyer for their acceptance a certificate of the accident issued by the Compe

40、tent Government Authorities where the accident occurs as evidence thereof.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 than ten (10) weeks, the Buyer shall have the

41、 right to cancel the Contract.16. LATE DELIVERY AND PENALTYShould the Seller fail to make delivery on time as stipulated in the Contract, with the exception of Force Majeure caused specified in Clause 15 of this Contract, the Buyer shall agree to postpone the delivery on condition that the Seller ag

42、rees to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 10% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 1% for each Calendar Week. In case the Seller fails to make delivery eight we

43、eks later than the time of shipment stipulated in the Contract, the Buyer shall have the right to cancel the Contract and the Seller, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyer without delay.If the goods delivered is inconsistent with the Buyer approved drawings

44、 the Seller should compensate Buyer the cost for the Shipyard rework and/or modification. 17. OTHER PENALTIES(1) Seller should submit drawings and documents to Buyer on time as stipulated in the Technical Agreement after award of this Contract. (2) If the goods delivered is over the weight budget wi

45、th the Buyer approved drawings the Seller should compensate Buyer the one percent (1%) of Contract Price for each three percent (3%) of weight increment. (3) If the noise level of the goods is not complied with the standard and/or requirements stipulated in Attachment B the Seller shall compensate B

46、uyer the cost for the work and/or modification to reduce the level to the standard. 18. ARBITRATION(1) Both parties shall settle all disputes arising in execution of or in connection with this Contract through friendly negotiation. In case no settlement can be reached within (30) Calendar days of co

47、mmencement of such negotiation, the disputes shall be submitted for arbitration.(2) Any dispute in international trade which is referred to formal arbitration under Sub-Clause 18. (1) Shall, under any other arbitration is alternatively proposed by Seller at the time of bid and agreed by the Buyer, f

48、inally be settled by China International Economic and Trade Arbitration Commission (CIETAC) in accordance with its arbitration rules/procedures. Unless otherwise agreed by the parties, the official language of arbitration shall be English.(3) The arbitration award shall be final and binding on both

49、parties.(4) The arbitration fee shall be borne by the losing party except as otherwise awarded by the Arbitration Commission.(5) In the course of arbitration, the Contract shall be continuously executed except the part under arbitration.19. CONFIDENTIALITYSeller shall treat all information concernin

50、g Buyers operations obtained by Seller in the course of this inquiry as confidential and shall not divulge any such information to any third party and shall not permit any of its officers, employees or agents to do so.20. TERMINATIONFrom the date of the signature of the Contract and up to five (5) w

51、eeks after the date of shipment as stipulated in clause 5 of the Contract, the Buyer is entitled to cancel the Contract by giving the Seller notice in writing. In such event, the Buyer shall compensate the Seller for its costs and damages incurred which compensation is agreed as the sum equivalent t

52、o 70% of total Contract value. The compensation shall be paid to the Sellers bank account within fourteen days from the date on which the written notice of cancellation of the Contract is received by the Seller. No cancellation by the Buyer shall be permitted if it occurs more than five (5) weeks af

53、ter the date of shipment. 21. APPLICABLE LAWSBuyer and Seller must comply with all applicable laws of the Peoples Republic of China.22. TAXES(1) All taxes in connection with the execution of this Contract levied by the Chinese Government on the Buyer in accordance with the tax laws in effect shall b

54、e borne by the Buyer.(2) All taxes in connection with the execution of this Contract levied by the Chinese Government on the Seller in accordance with the tax laws in effect and the agreement between the Government of the Peoples Republic of China and the Government governing the Sellers company for

55、 the Reciprocal Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on income and Property shall be borne by the Seller.(3) All taxes arising outside of China in connection with the Execution of this Contract shall be borne by the Seller.23. SPECIAL PROVISIONSAll

56、correspondence between both parties with the execution of the Contract shall be written in the English language.24. IN WITNESS THEREOFThis Contract is signed by each party in ( 4 ) originals, the Buyer holds ( 3 ) original(s), and the Seller holds ( 1 ) original(s).25. IN THE EVENT OF the Buyers or

57、Sellers registered name being changed or the Buyer or Seller becoming a new Buyer as a result of the Buyers or the Sellers organization restructuring, acquisition, merge or public listing during the period of this contract, all the rights, responsibilities and liabilities of the party so affected sh

58、all automatically be assigned to the new Buyer that comes into existence therefor. Both parties agree that all the rights and responsibilities under this contract shall not be affected as a result of these occurrences. 26. SUPPLEMENT OF CONTRACTThe attachment A , B and C of this contract is the part of indivisi