外贸函电课件unit_7-8_sales_contract

1、Unit 7-8 import & export contractImport &export contractContents of the contractSample of the contract contract-sample A contract is a formal written agreement which set forth rights and obligations of the parties concerned. Once entered into, a contract is binding upon and enforceable by law. Any p

2、arty who fails to fulfill his obligations must make compensation for the other partys losses an import & export contract is made between the seller and buyer from different country International trade and economic contract -form Title: according to the type of contract or agreement Preamble: a. part

3、ies, date, place b. Interpretation clause Body: a. definition clause b. specific conditions c. general condition Ending: a. concluding sentence b. signature c. seal Four partsTitlePreambleendingbodyTHISAGREEMENT,enteredintoinBeijingondayof1July,2007betweenABCCorporation(hereinaftercalledPartyA),aNew

4、Yorkcorporationhavingitsregisteredofficeat20ChurchSt.,NewYork100020,USA,andDEFCorporation(hereinaftercalledPartyB),aChinesecompanyhavingitsregisteredofficeat236BaishiStr.,10088,BeiJing此份合同，此份合同，2007年年7月月1日这天于北京签订，合同一方是日这天于北京签订，合同一方是ABC公公司，以后简称甲方；另一方是司，以后简称甲方；另一方是DEF公司，以后简称乙方。公司，以后简称乙方。Preamblewherea

5、s or recital clauses Signature Place of the Contract Signature Time of the Contract BackgroundofpartiesWHEREAS，Party A is engaged in manufacturing and selling S30 in China; Purpose The Parties desire to form a joint venture.BackgroundofcontractThis Agreement is being executed and delivered simultane

6、ously with the execution and delivery of the Agreement and Plan of Merger dated December 13, 1999Whereas-合同签约方基本情况、签约背景目的等内容的说明条款合同签约方基本情况、签约背景目的等内容的说明条款“鉴于条款鉴于条款”的主要内容和作用就是解释合同签署的背景和目的主要内容和作用就是解释合同签署的背景和目的。的。 Hereinafter: later in the same Contract. 以下，在下文。一般与以下，在下文。一般与to be referred to as, referre

7、d to as, called 等词组连用，以避免重复等词组连用，以避免重复。This contract is hereby made and concluded by and betweenCo. (hereinafter referred to as Party A) and Co. (hereinafter referred to as Party B) on(data), in(Place), China, on the principle of equality and mutual benefit and through amicable consultation. 本合同双方，公

8、司 (以下称甲方) 与公司(以下称乙方) 于(日期)在中国(地点), 本着平等互利和友好协商的原则特签订本合同。措词hereinafter where+介词 whereas whereby Whereas: 常用于合同协议书的开头段落以引出合同双方订立合同的理由或依据。 Whereby: 常用于合同协议书中以引出合同 当事人应承担的主要合同义务。Whereas Party B has the right and agrees to grant Party A the rights to use, manufacture and sell the Contract Products of Pat

9、ented Technology;Whereas Party A desires to use the Patented Technology of Party B to manufacture and sell the Contract Products;鉴于乙方有权并同意将专利技术的合同产品使用权、制造权和销售权授予甲方；鉴于甲方希望利用乙方的专利技术制造并销售合同产品；措词whereas A sales contract refers to a contract whereby the seller transfers the ownership of an object to the

10、buyer and the buyer pays the price for the object. 买卖合同是出卖人转让标的物的所有权于买受人，买受人支付价款的合同。A contract for supply and use of electricity refers to a contract whereby the supplier of electricity supplies electricity to the user of electricity, and the user of electricity pays the electric fee. 供用电合同是供电人向用电人供

11、电，用电人支付电费的合同。措词whereby contents of import & export contract Title Sales contract; Sales confirmation, purchase contract Export contract; import contract Preamble Date place partiesrecitals or whereas clause preamble Contract No. CD123 Date: December 30, 2002 Signed at: Guangzhou Seller: China Nation

12、al Import & Export CorporationAddress: xxxxxxxxxxxxx Buyer: Singapore General Trading Co., LtdAddress: 221, Gensa Road, RangoonTel: 453-2738 Fax: 453-2738The interpretation clauseThe Buyers agree to buy And the Sellers agree to sell the following goods on terms and conditions as set forth below：The

13、undersigned Seller and Buyer have agreed to close the following transactions according to the terms and conditions set forth as below:This 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

14、 to the terms and conditions stipulated below: example SALES CONTRACTContract No. CE102 Date: November 5, 1998Signed At: BeijingSellers: China National Chemicals Imp/Exp Corp.Buyers: Smith & Sons Co., Ltd.This Sales Contract is made by and between the Sellers and the Buyers whereby the sellers agree

15、 to sell and the Buyers agree to buy the undermentioned goods according to the terms and conditions stipulated below:address specific conditions of the contract quality clause :Name and specification of the products quantity clause packing clause ,shipping marks price clause -unit price / total valu

16、e Inspection , Payment insurance Shipment -(time, port of shipment and destination) quality clause Methods By sample, standard ,brand, origin, grade, specification, description Example1.by sample-quality same as the sample (color sample )2.by brand-”Spring Thunder” Brand Transistor quality clause Ex

17、ample 3. by origin-”Gong Bei ” Rice 4. by gradefirst grade dongbei Rice 5. by name and specification-Lithophone Zns content 28% min quality clause By specification E.g.: A. Chinese Sweet Potato Slice, FAQ, Moisture (max13% )B. Chinese groundnut, F.A.Q, Moisture (max13% ), Admixture (max 5%), oil con

18、tent (min 44%) Burmese Tobacco LeavesFirst Grade, moisture 11% minAnd 12% max1. LithoponeZnS CONTENT 28% min quantity clause Methods -basic quantity with more or less part 1. weight: gram, ounce (oz ), metric ton (m / t)E.G.: 100M/T with 2% more or less in amount/ in quantity/ both allowed at the se

19、llers option2. piece: pc, set, E.G.: 6,000 setsQuantity:50M/TsQuantity: Rock Phosphate,100,000 Metric Tons-10%More or less at the Buyersoption quantity clause Methods 3. square: sq.m, sq.ft, sq.yd 4. length: m, ft (feet), yd (yard)E.G.: 100,800 yds 5. cubage: liter, gallon, bushel蒲式耳蒲式耳(谷物谷物,水果水果等容量

20、单位等容量单位,美美=35.238升升,英英=36.368升升) 6. volume: cubic (m, ft, yd) Packing terms Content packing materials, specific requirement, general requirement method General customary packing; seaworthy packing; packing suitable for long distance E.G.: in bulk or nude bulk Packing terms Specific a. To be packed i

21、n wooden cases, 30 pieces per case of 40 yd each. b. In iron drum of 25kg net each. c. To be packed in polypropylene woven bags, 50kg each, gross for net. The bags should be fairy good in quality and suitable for ocean transportation, on which the name of the goods, weight, country of origin and pac

22、kage date should be written / marked in English.LithophoneZns content 28% min.Paper-linedglass-fiber bags In boxes of one dozen each, and 20 boxes to a carton Shipment markFour partsPicture or words (at the seller or the buyers option)Port of destinationContract No. (or order No.)No of the commodity

23、 E.G.: 1. SMCO NEW YORK 95/C NO.:345789 NO.2/100At Seller s Option FRAGILE DES DAR-es-Salaam.达累达累斯萨拉姆斯萨拉姆 (坦桑尼亚坦桑尼亚) Nos.1-250 price clauses unit and total price Whats in this clause?At US$19 per dozen CFR Boston US $12.00 per metric ton FOB stowed And trimmed Vancouver B.C. or Prince Rupert At J￥74

24、00 per carton FOB Qingdao Price terms Unit price 1. currency + unit amount+ trade terms E.G.: (1)HK $2.35 per yard CIFC2 Singapore (2)At US $110 each CFR Osaka Total Value( say.only) E.G: US $120,000 (SAY US DOLLORS ONE HUNDRED TWENTY THOUSAND ONLY) Insurance Content the insured, the insurer, covera

25、ge, insurance amount and so on (the insured and the accepted clause ) the buyer or the seller 110% of the invoice value all risk, war risk, additional risk Coverage Insurance amount the insurer To be covered (effected) by the seller for 110% of the invoice value against all risk. insurance clause Co

26、mplete clauseE.G.: To be covered by the Seller for 110% of the invoice value against All RISK and WAR RISK as per the relevant Ocean Marine Cargo Clauses of the Peoples Insurance Company of China. if other coverage or an additional amount is required , the Buyers must have the consent of the sellers

27、 before shipment, and the additional premium is to be borne by the Buyer. Shipment clause time of shipment E.G.: (1)During December, 2001 and January, 2002 (2)During May 2005 partial shipments and transshipment E.G.: (1)partial shipments (not) permitted/allowed (2)without transshipment (3)transhipme

28、nt at Hongkong allowed Complete sentence During December, 2001 allowing partial shipments and transshipment Shipment clause loading port and destination loading port(1)despatch/shipment from Chinese port to(2) Any port in China / Chinese port (3) Guangzhou / Dalian port of destination(1)Osaka/ singa

29、pore inspection Content Inspection Authority, certificate, and inspecting date Type Inspection Certificate of Quality / Quantity / Weight / Value / Health Example clause It is mutually agreed that the goods are subject to the Inspection Certificate of Quality and Inspection Certificate of Quantity i

30、ssued by China Import and Export at the port of shipment. The Certificate shall be binding on both parties. Payment Termpay by L/C, Collection and remittance1. E.G: by L/C By irrevocable Letter of Credit to be available by sight draft, to reach the seller before November 30,1991 and to remain valid

31、for negotiation in china until 15th day after the month of shipment . By irrevocable letter of credit in favor of the sellers, payable by the issuing bank against the sellers draft at sight accompanied by the shipping documents stipulated in the credit.In case of L/C Payment Term payment:The buyer s

32、hall open through the bank of china, beijing, an irrevocable letter of credit in favor of the seller in US dollars covering the FOB stowed and trimmed value of each shipment payable against receipt by the issuing bank of the following shipping documents:买方应通过北京中国银行开立不可撤销的美元信用证，以卖方为受益人，按每批船货包括理舱、平舱费的

33、离岸价总值，由开证行凭收妥下列装船单据付款：例子p110 Payment Term Accompanied shipping document:(1)A full set of clean on board Bill of Lading made out to order, blank endorsed, notifying the .at the port of destination (2)Provosion invoice covering an amount corresponding to the full value of each shipment, weight 1% less

34、 than that in B/L and quality based on 72% Tribasis Phosphate of Lime（重量为提单所列重量减1%，质量为磷酸三钙72%为基础）(3) Certificate of quality and weight determination issued by the seller at the port of loading delivery termsrequired certificates issued by designated authority Type Inspection Certificate of Quality /

35、 Quantity / Weight / Value / Health Example clause It is mutually agreed that the goods are subject to the Inspection Certificate of Quality and Inspection Certificate of Quantity issued by China Import and Export at the port of shipment. The Certificate shall be binding on both parties. Its mutuall

36、y agreed that the Inspection Certificate of Quality and Inspection Certificate of Quantity issued by China Import and Export at the port of shipmentShall be taken as the basis of the delivery . Sample Purchase confirmationDelivery Terms: Certificate of Quality, Quantity, Weight and Origin are requir

37、ed. The Buyers have the right to have the goods re-inspected by the China Commodity Inspection Bureau at the port of discharge. The relevant Inspection Certificate may serve as the basis of any claim to be lodged by the Buyers against the sellers . ending partgeneral terms and condition Claims In ca

38、se of quality discrepancy, claim should be lodged by the Buyers within 30 days after the arrival of the goods at the port of destination. Force majeureThe 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 p

39、rocess of manufacturing or in the course of loading or transit. ending partgeneral terms and condition Arbitration All disputes arising from the execution of this agreement shall be settled through friendly consultations. In case no settlement can be reached, the case in dispute 1999年8月3日于广州签订的第99/1

40、234号合同主要条款：卖卖 方方：广州服装进出口公司买买 方：方：Messrs.J.Handerson&.Co.,New York City, USA商品名称和数量商品名称和数量：1 000打丝织女衬衫规规 格：格：颜色粉、兰、黄均衡搭配单单 价：价：每打52.50美元成本加保险加运费到纽约市，含佣3% 总总 金金 额：额：52 500美元包包 装装：纸板箱装交交 货货 期：期：1999年11月份由中国港口装运，可转运可分批装运。支付条款支付条款：不可撤销即期信用证付款，议付有效期为装运期后15天内在中国到期。Fill in the contact forms in English with

41、the following particulars key for your reference CONTRACT No.99/1234 Sellers: Guangzhou Garments Imp./Exp. Corp.Buyers: Messrs.J. Handerson & Co., New York City , USAThis contract is made by and between the Buyers and the Sellers, whereby the Buyers agree to buy and the Sellers agree to sell the und

42、ermentioned commodity according to the terms and conditions stipulated below:Commodity: Silk Blouses Specifications: Colours: pink, blue and yellow equally assortedQuantity: 1 000 dozenUnit Price: At US52.50 per dozen CIF3% New YorkTotal Valve: US52 500( Say US Dollars Fifty-two Thousand Five Hundred Only) Packing: In cartonsShipping Mark: At Sellers optionInsurance: To