技术出口合同标准版范本

1、FS实用范本 | DOCUMENT TEMPLATE技术出口合同Both parties join tly ack no wledge and abide by their resp on sibilities andobligati ons and reach an agreed result.甲方：乙方：时间：编号：FS-DY-20821技术出口合同说明：本合同资料适用于约定双方经过谈判、协商而共同承认、共同遵守的责任与I义务，同时阐述确定的时间内达成约定的承诺结果。文档可直接下载或修改，使用I时请详细阅读内容。contract for equipment sales and techno

2、logy licensingcontract no.this contract (hereinafter referred to as the“contract ” ) ismade and entered into as of(the date of signature ) in(the place of signature) through friendly negotiation by andbetween, a company incorporated and existing under thelaws of with its registered address at, and w

3、ith its principal place of business at(hereinafter referred to as the“ buyer, a company incorporated and existing under the laws of the people republic of china with its registered address at , and with its principal place ofbusiness at(hereinafter referred to as the“ sellerwhereas, the buyer desire

4、s to engage the seller to providethe equipment, related design, technical documentation, technical service and technical training and to obtain from the seller a license of patent and/or know-how in relation to the erection, test run, commissioning, performance test , operation and maintenance for t

5、he equipment, as well as manufacture of the contract products. now it is hereby mutually agreed as follows:article 1 definitions1.1 “acceptance ” means the buyer accepted the equipmentin accordance with article 11.5.1.2 “commissioning ” means the operation of theequipment in accordance with article

6、11.4 for the purpose of carrying out performance test.1.3 “contract ” means this contract signed by and between the buyer and the seller, including appendices attached which shall form an integral part of this contract.1.4 “contract products” refers to all types of the productsmanufactured with pate

7、nt and/or know-how under the contract, details of which are specified in appendix 1.1.5 “destination airport ” refers toairport.1.6 “effective date of the contract” means the date whenthe contract enters into force upon fulfillment of all the conditions stated in article 18.1.1.7 “equipment ” means

8、the equipment, machinery, instruments, spare parts and materials supplied by the seller as listed in appendix 3.1.8 “erection means placing the equipment to the positions according to the design drawings, and connecting it with relevant equipment and utilities.1.9 “improvement” refers to new finding

9、s and/or modifications made in the validity period of the contract by either party on patent and/or know-how in the form of new designs, formulas, recipes, ingredients, indices, parameters, calculations, or any other indicators.1.10 “job site ” means the site where the equipment shall belocated and/

10、or erected, namely.1.11 “know-how refers to any valuable technicalknowledge, data, indices, drawings, designs and other technical information, concerning the erection, test run, commissioning, performance test , operation and maintenance for the equipment as well as manufacture of the contract produ

11、cts, developed and owned or legally acquired and possessed by the seller and disclosed to the buyer by the seller, which is unknown to either public or the buyer before the date of effectiveness of this contract, and for which appropriate protection measures have been taken by the seller for keeping

12、 know-how in secrecy. the specific description of know-how is set forth in appendix 3.1.12 “last shipment ” means the shipment with which theaccumulated invoice value of shipped goods has reached()percent of the total equipment price.1.13 “ patent ” refers to any and all of the effective patent righ

13、ts possessed by the seller and licensed to the buyer under the contract in connection with the erection, test run, commissioning, performance test,operation and maintenance for the equipment, as well as manufacture of the contract products, the no. and list of which are set forth in appendix 3.1.14

14、“performance test ” means the tests for examining whether the equipment is able to meet guarantee figures specified in appendix 1.1.15 “technical documentation ” means the technicalindices and data, specifications, drawings, processes, technical and quality standards, and other documents carrying th

15、e descriptions and explanations of patent, know-how and other technical information, in connection with the erection, test run, commissioning, performance test , operation and maintenance for the equipment, as well as manufacture of the contract products, to be provided by the seller as listed in ap

16、pendix 4.1.16 “technicalservice ”means the technical instruction, assistance and guidance rendered by the seller as per appendix 6.1.17 “technical training” means the training rendered bythe seller as per appendix 7.1.18 “test run ” means the initial run of a single machine or the whole system of th

17、e equipment without materials.1.19 “warranty period ” means the period of the warranty given by the seller as specified in article 12.2, during which the seller is responsible for the defects of the equipment as per article 12.article 2 scope of the contract2.1 the seller s obligation2.1.1 the selle

18、r shall supply the equipment, provide the design, technical documentation, and conduct the technical service and technical training, and grant the buyer a right to use the patent and/or know-how as set forth in the contract.2.1.2 the seller shall supply the equipment which is listed in appendix 3, t

19、he specification is detailed in appendix 1.2.1.3 the seller shall provide design in accordance with appendix 5, and submit to the buyer the technical documentation listed in appendix 4.2.1.4 the seller shall conduct the technical services at the job site as per appendix 6.2.1.5 the seller shall cond

20、uct the technical training as per appendix 7.2.2 the buyer s obligation2.2.1 the buyer shall at his own costs and expenses, provide the seller with all information and data concerning the design as per appendix 2. the buyer shall ensure the completeness, correctness and accuracy of all such informat

21、ion and data.2.2.2 the buyer shall at his own costs and expenses, obtain all necessary import permits, undertake customs clearance, take delivery of the equipment to be supplied by the seller and transport them to the job site in time.2.2.3 the buyer shall at his own costs and expenses, perform all

22、the civil works, construction, erection, test run , commissioning and performance test in accordance with the technical documentation under the technical services rendered by the seller as per appendix 6.2.2.4 the buyer shall at his own costs and expenses, supply all the equipments, spare parts and

23、facilities required, except for the equipment supplied by the seller as per appendix 3.2.2.5 the buyer shall at his own costs and expenses, provide the qualified and appropriate technical personnel, labor, tools, utilities and the job site in time for erection, test run, commissioning, and performan

24、ce test as specified in appendix 2.2.2.6 the buyer shall at his own costs and expenses, perform necessary administration and security guard at the job site.article 3 grant of license3.1 the seller agrees to grant to the buyer and the buyer agrees to obtain from the seller a license to manufacture th

25、e contract products as well as to conduct erection, test run, commissioning, performance test, operation and maintenance for the equipment with patent and/or know-how as well as to use and sell the contract products. the name, model, specification, and technical data of the contract products are det

26、ailed in appendix 1. the buyer shall not make use of patent and/or know-how for any purposes other than those stipulatedin the contract without prior written approval from the seller. the annual output of the contract products manufactured by the buyer shall in no case exceed.3.2 (option 1) the lice

27、nse granted under the contract shall be an exclusive license. the seller shall not retain its right to grant the licenses to any third parties, or to explore patent and/or know-how as well as to sell the contract products by itself within the territory specified in article 3.4.(option 2) the license

28、 granted under the contract shall be a non-exclusive license. the seller shall retain its right to grant the licenses to any third parties, and to explore patent and/or knowhow as well as to sell the contract products by itself within the territory specified in article 3.4.3.3 the license granted un

29、der the contract shall be a non- transferable and non-sublicensing license, under which the buyer shall neither be entitled to transfer nor grant sub-licenseto any third party without prior written approval from the seller.3.4 territory341 the seller agrees to grant the license to the buyer onlywith

30、in the territory of(country or region). the buyer shallnot explore patent and/or know-how in any place other than the job site without previous written consent of the seller.342 the seller agrees to grant a license to the buyer to useand sell the contract products only within the territory of(countr

31、y or region). in case the buyer fails to perform its obligations under this clause, all the actual losses and damages thus incurred to the seller shall be borne by the buyer, and the seller shall have the right to terminate the contract without prejudice to any remedies specified in the contract.art

32、icle 4 price4.1 the buyer agrees to pay the total contract price, technical training and technical service fee to the seller.4.2 the total contract price, including price of theequipment, design, technical documentation and a license fee in a fixed amount, shall be(sayonly).the breakdown price is as

33、 follows:the price for equipment is(sayonly).fee for design is(sayonly).fee for technical documentations is(sayonly).license fee is(say:only)4.2.1 the total contract price for the equipment is fordelivery cifport, and the technical documentations is fordelivery cip (by air) airport. cif and cip term

34、 shall beinterpreted in accordance with incoterms XX, issued by the international chamber of commerce (icc).4.2.2 the total contract price includes the price for spare parts listed in appendix 3. however, the total contract price doesnot cover the supply of any other spare parts. at the buyer s requ

35、est, the seller may provide with any other spare parts. a separate agreement shall be signed between the parties.4.2.3 the above price is fixed and firm.4.3 the total contract price does not cover the technical service fee and technical training fee specified in appendix 6,7.4.4 the total contract p

36、rice as well as the technical training and technical service fee shall not be regarded or in any way be explained or interpreted as covering any of the custom duties, taxes, or charges, fees, and expenses unless expressly listed in the contract.article 5 payment5.1 down paymentwithin( ) days after s

37、igning the contract, the buyershall pay( ) percent of the total contract price amountingby t/t to the seller.5.2 option one: payment by sight l/cthe balance of the total contract price amounting( saysonly ) shall be paid by an irrevocable letter of credit at sight, issued within ( ) days after signi

38、ng the contract by areputable bank in acceptable to the seller in favor of theseller. the letter of credit shall be available upon the presentation of the following documents till(specific expiration date or aspecific circumstance for the expiration of the letter of credit).5.2.1 ( ) percent of the

39、total contract price amounting(sayonly) shall be paid by the buyer to the seller within days after the following documents have been submitted by the seller:(a) bill of lading in one (1) original and( ) copies;(b) commercial invoice in one (1) original and( ) copies;(c) packing list in one (1) origi

40、nal and( ) copies;(d) certificate of origin in one (1) original and( ) copies;(e) insurance policy in one (1) original and( ) copies;5.2.2 ( ) percent of the total contract price amounting(sayonly) shall be paid by the buyer to the seller within days after the following documents have been submitted

41、 by the seller:(a) one (1) copy of the acceptance certificate signed by thebuyer as per article 11.5, or the sellerrilten statementspecifying the lapse of more than seven (7) days after the seller notice requesting the buyer to issue the acceptance certificate in accordance with article 11.5;(b) one

42、 ( 1 ) copy of commercial invoice.523( ) percent of the total contract price amounting(sayonly) shall be paid by the buyer to the seller within days after the following documents have been submitted by the seller:a) one (1) original letter of retention guarantee in the form of appendix 10;b) one (1)

43、 copy of commercial invoice.5.2 option two: payment under a l/gthe balance of the total contract price amounting(sayonly ), plus interest for deferred payment in the amount of (sayonly ), totaling(sayonly ) as detailed in appendix 12 shall be paid by the buyer by installments as specified in appendi

44、x 12 and backed by an irrevocable letter of guarantee in favor of the seller as per the appendix 11, issued within( ) days after signing the contract by the reputablebank inacceptable to the seller.s bank shall5.3 all the banking charges incurred in the sellerbe borne by the seller while those incur

45、red outside the seller bank shall be borne by the buyer.article 6 delivery of equipment and technical documentation6.1 the delivery of the equipment6.1.1 the delivery of the equipment listed in appendix 3shall be completed within ( ) months from the effectivedate of the contract.6.1.2 within( ) mont

46、hs after the effective date of thecontract, the seller shall send to the buyer a preliminary delivery schedule by fax.not later than( ) days before the first shipment, theseller shall submit to the buyer the final delivery schedule in three (3) copies indicating contract number, dispatch number, nam

47、e of the equipment, quantity, approximate dimensions, volume of each package and time of each shipment.6.1.3 the port of shipment is, while the port ofdestination is.6.1.4 advance shipment, partial shipment and transshipment are allowed, however, the seller shall inform the buyer thirty (30) days be

48、fore such shipment.6.1.5 the date of bill of lading for each shipment shall be considered as the actual delivery date.6.1.6 the seller shall notify the buyer by fax of the followingwithin five (5) working days after each shipment is effected:(a) contract number(b) name of the vessel and loading port

49、(c) name of the equipment shipped(d) number and date of bill of lading(e) total volume(f) total gross and net weight(g) total number of packages/cases6.1.7 the seller shall airmail the following documents in duplicate to the buyer:(a) bill of lading(b) commercial invoice(c) packing list(d) certifica

50、te of origin(e) insurance policy.6.2 the late delivery of the equipment6.2.1 if the seller fails to deliver the equipment in accordance with the final delivery schedule, the seller shall pay to the buyer liquidated damages for such delay at the following rates:(a) from the first week to the fourth w

51、eek, the liquidated damages shall be( ) percent of the value of the delayed portion of the equipment perweek(b) from the fifth week to the eighth week, the liquidated damages shall be( ) percent of the value of the delayed portion of the equipment per week(c) from the ninth week, the liquidated dama

52、ges shall be ( ) percent ofthe value of the delayed portion of the equipment per week622 the fractions of four days or more shall be counted asone week and fractions of less than four days shall be omitted. the total aggregate amount of the liquidated damages shall not exceed( ) percent of the value

53、 of the delayed portionequipment.6.2.3 the seller shall be released from the liability to thebuyer whatsoever in respect of the late delivery after his payment of liquidated damages in accordance with article 6.2. notwithstanding the seller s payment of the liquidated damagesfor the late delivery eq

54、uipment, the seller shall not be released from his obligation to deliver the equipment.6.3 the delivery of the technical documentation6.3.1 the technical documentation listed in appendix 4 shallbe delivered cipairport by air within( ) months afterthe effective date of the contract.6.3.2 the date of

55、airway bill shall be regarded as the actualdelivery date of the technical documentation.633 within( ) working days after sending each lot ofthe technical documentation, the seller shall inform the buyer of the contract number, item number, number and date of airway bill and the flight.6.3.4 in case

56、of shortage, loss of or damage to the technical documentation due to the seller s reason, the seller shall makesupplement to the buyer within( ) days after receiving thebuyer s written notification without any further charge.article 7 packing and marking7.1 the equipment shall be packed to withstand

57、 longdistance transportation, multiple handling.7.2 the seller shall mark the following on two opposite sidesof each package with indelible painted english words:(a) destination(b) consignee(c) contract number(d) shipping mark(e) gross/net weight (kg)(f) case/ bale number(g) dimensions: l x w x h (c

58、m)7.3 each package shall contain one (1) copy of packing list.7.4 the seller shall mark on the package, if necessary,“ handle with care,“ right side up,“ fragile or other indicativmarks according to the characteristics and feature of the goods as well as different requirement for transportation, loading and unloading of the goods.7.5 if the goods weigh three (3) or mor