技术出口合同范本-合同范本模板

1、技术出口合同范本con tract for equipment sales and tech no logy lice nsing con tract no.this con tract (here in after referred to as theand en tered in to as of(the date of sig naturepl ace of sig nature) throughfrie ndlyn egotiati on, a pany incorporatedand existing withitsregistered“contract ” ) is made)in

2、 (theby and between under the lawsaddressprincipalpl ace(here in afterreferred to as“buyer” ), and, a pany incorporated and existingunder the laws of the people ' s republic of china with its registered addressand withitsofbus in essand withitsprincipalpl ace(here in afterofatattheatofbus in ess

3、atreferredto asthesellerto providethe“seller ” ).whereas, the buyer desires to engage theequipmen t, related desig n, tech ni cal docume ntati on, tech ni cal serviceand tech ni cal trai ning and to obtai n from the seller a lice nse of p ate nt an d/or kno w-how in relatio n to the erecti on, test

4、run, missio ning, performanee test , operation and maintenance for the equipment, as well as manu facture of the con tract p roducts. now it is hereby mutually agreed as follows:article 1 defi niti ons“acceptance ” meansthe buyer accepted the equipment in accordanee with article“ missioning ” means

5、the operation of the equipm ent in accordanee with article for the purp ose of carry ing out p erforma nee test.“ contract ” mean sthis con tract sig ned by and betwee n the buyer and the seller, i nclud ing appen dices attached which shall form an in tegral part of this con tract.“contractproducts

6、” refers to all types of the productsmanu factured with p ate nt an d/or kno w-how un der the con tract, details of which are sp ecified in appen dix 1.“ desti nati on air port” refers toairp ort.“ effective date of the con tract ” means the date whe n the con tractenters into force upon fulfillment

7、of all the conditions stated in article“equipment ” means the equipment, machinery, instruments, spare p arts and materials supp lied by the seller as listed in appen dix 3.“erection ” meansplacing the equipment to the positionsaccordingto the desig n draw in gs, and conn ect ing it with releva nt e

8、quipment and utilities.“ impro veme nt ” refers to newfindings an d/or modificati onsmade inthe validity p eriod of the con tract by either p arty on p ate nt an d/or kno w-how in the form of new desig ns, formulas, rec ip es, i ngredie nts, in dices, p arameters, calculati ons, or any other in dica

9、tors.“job site ” means the site where the equipment shall be located an d/or erected, n amely.“know-how' refers to any valuable technical knowledge, data, in dices, draw in gs, desig ns and other tech ni cal in formati on, concerning the erecti on, test run, missi oning, p erforma nee test, op e

10、rati on andmaintenance for the equipment as well as manu facture of the con tract p roducts, devel oped and owned or legally acquired and p ossessed by the seller and disclosed to the buyer by the seller, which is unknownto either p ublic or the buyer before the date of effective ness of this con tr

11、act, and for which approp riate p rotectio n measures have bee n take n by the seller for kee ping kno w-how in secrecy. the sp ecific descri ptio n of kno w-how is set forth in appen dix 3.“ last shipment ” means the shipment with which the accumulated inv oice value of shipped goods has reached( )

12、 p erce nt of the totalequipment p rice.fective p ate nt rights“ p ate nt ” refers to any and all of the efpo ssessed by the seller and lice nsed to the buyer un der the con tract inconn ecti on with the erect ion, test run, missi oning, p erforma nee test,operation and maintenance for the equipment

13、, as well as manufacture of the con tract p roducts, the no. and list of which are set forth inappen dix 3.“ performanee test ” means the tests for examining whether the equipment is able to meet guara ntee figures sp ecified in appen dix 1.“ tech ni cal docume ntati on” means the tech ni cal in dic

14、es and data ,sp ecificati ons, draw in gs, p rocesses, tech ni cal and quality sta ndards,and other docume nts carry ing the descri pti onsand explan ati ons of p ate nt,in connection with the erect ion, op eratio n and maintenance for the con tract p roducts, to be pro videdknow-how and other techn

15、icalinformation,test run, missioning,performanee test ,equipment, as well as manufacture of theby the seller as listed in appen dix 4.“technical service ” means the technical instruction, assistanee and guida nee ren dered by the seller as per appen dix 6.“technical training” means the training rend

16、ered by the selleras per appen dix 7.“test run ” means the initial run of a single machine or the whole system of the equipment without materials.“warranty period ” means the perio d of the warranty given by the seller as sp ecified in article , duri ng which the seller is res pon sible for the defe

17、cts of the equipment as per article 12.article 2 scope of the con tractthe seller ' s obligati onthe seller shall supply the equipment, pro vide the desig n, tech nical docume ntatio n, and con duct the tech ni cal service and tech ni caltraining,and grant the buyer a right to use the p ate nt a

18、n d/or kno w-how as set forth in the con tract.the seller shall supply the equipment which is listed in appen dix 3, the sp ecificatio n is detailed in appen dix 1.the seller shall pro vide desig n in accorda nee with appen dix 5, and submit to the buyer the tech ni cal docume ntati on listed in app

19、en dix 4.the seller shall con duct the tech ni cal services at the job site asper appen dix 6.the seller shall con duct the tech ni cal training as per appen dix 7.the buyer ' s obligationthe buyer shall at his own costs and expen ses, pro vide the sellerwith all in formatio n and data concernin

20、g the desig n as per appen dix 2.the buyer shall ensure the pleteness, correctness and accuracy of all such in formatio n and data.the buyer shall at his own costs import p ermits, un dertake customs equipment to be supplied by the seller in time.and expenses, obtain all necessary clearanee,take del

21、ivery of thethem to the job siteand transportthe buyer shallworks, con structi on,in accordanee withand expen ses, erect ion, test run , missi oning the technical documentationat his own costsperform all the civil and performanee test under thetech nicalservices ren dered by the seller as per appen

22、dix 6.the buyer shall at his own costs and expen ses, supply all the equipments, spare parts and facilities supp lied by the seller as per appen dix 3.the buyer shall at his own costs and approp riate tech ni cal personn el, site in time for erecti on, test run, sp ecified in appen dix 2.the buyer s

23、hall at his own costs and expen ses, p erform n ecessary adm ini strati on and security guard at the job site.article 3 grant of lice nsethe seller agrees to grant to the buyer and the buyer agrees to obtain from the seller a lice nse to manu facture the con tract p roducts as well as to con duct er

24、ect ion, test run, missi oning, p erforma nee test, op erati on and maintenance for the equipment with p ate nt an d/or kno w-how as well as to use and sell the con tract p roducts. the n ame, model, sp ecificati on, and tech ni cal data of the con tract p roducts are detailed in appen dix 1.the buy

25、er shall not make use of p ate nt an d/or kno w-how for any purp oses other tha n those st ipu lated in the con tract without p rior writte n appro val from the seller. the annual out put of the con tract p roducts manu facturedrequired, exce pt fortheequipmentqualified and the job missioning,and pe

26、rformanee test asand expen ses, pro vide labor, tools, utilitiestheby the buyer shall in no case exceed.(op ti on 1) the lice nse gran ted un der the con tract shall be an exclusive lice nse. the seller shall not reta in its right to grant the lice nses to any third p arties, or to explore p ate nt

27、an d/or kno w-how as well as to sell the con tract p roducts by itself with in the territory sp ecified in article(op ti on2) the lice nsegran ted un der the con tractshall be anon-exclusive lice nse. the seller shall reta in its right to grant the lice nses to any third p arties, and to explore p a

28、te nt an d/or kno w-how as well as to sell the con tract p roducts by itself with in the territory sp ecified in articlethe lice nse gran ted un der the con tract shall be a non-tran sferable and non-sublice nsing lice nse, un der which the buyer shall n either be en titled to tran sfer nor grant su

29、b-lice nse to any third party without p rior writte n appro val from the seller.territorythe seller agrees to grant the lice nseto the buyer only within theterritory of(co untry or regi on). the buyer shall notexplore p ate nt an d/or kno w-how in any p lace other tha n the job site without p reviou

30、s writte n consent of the seller.ofthe seller agrees to grant a lice nse to the buyer to use and sell thecon tractp roductson lywithin the territorycountry or region).in case the buyer fails to p erform its obligati ons un der this clause, all the actual losses and damages thus in curred to the sell

31、er shall be borne by the buyer, and the seller shall have the right to termi nate the con tract without p rejudice to any remedies sp ecified in the con tract.article 4 p ricethe buyer agrees to pay the total con tract p rice, tech ni cal training and tech ni cal service fee to the seller.the total

32、con tract p rice,in clud ing p rice of the equipment, desig n,tech ni cal docume ntati on and a lice nse fee in a fixed amount, shall be(sayonl y).the breakdow n p rice is as follows:(saythe p rice for equipment isonl y).fee for desig n is(sayonl y).(sayfee fortech ni caldocume ntati onsisonly).lice

33、 nse fee is(say:only)the total con tract p rice for the equipment is for delivery cifport, and the technical documentations is for delivery cip (by air) air port.cif and cip term shall be interp reted in accorda nee within coterms XX, issued by the intern ati onal chamber of merce (icc).the total co

34、n tract p rice in cludes the p rice for spare p arts listedin appen dix 3. however, the total con tract p rice does not cover the supply of any other spare p arts. at the buyer' s request, the seller may pro vide with any other spare parts. a separate agreement shall be signed between the p arti

35、es.the above p rice is fixed and firm.the total con tract p rice does not cover the tech ni cal service feeand tech ni cal trai ning fee sp ecified in appen dix 6,7.the total con tract p rice as well as the tech ni cal trai ning andtech ni cal service fee shall not be regarded or in any way be expla

36、ined or interp reted as coveri ng any of the custom duties, taxes, or charges, fees, and expen ses uni ess exp ressly listed in the con tract.article 5 p ayme ntdow n p ayme ntwithi n ( ) days after sig ning thecon tract, the buyer shall pay( ) p erce nt of the total con tract p rice amoun ti ng by

37、t/t to the seller.op ti on one: p ayme nt by sight l/cthe bala nee of the total con tract p rice amoun ti ng( saysonly )shall be p aid byan irrevocable letter of credit at sight, issued with in( ) days after sig ning the con tract by a repu table bank inacceptable to the seller in favor of the selle

38、r.the letter of credit shallbe available upon the presentation of the followingdocuments till(specificexpirationdate or a specificcircumstanee for the expi ratio n of the letter of credit). ( ) p erce nt of the total con tract p rice amoun ti ng (say only) shall be p aid by the buyer to the seller w

39、ithi ndays afterthe followi ng docume nts have bee n submitted by the seller:(a) bill of lad ing in one (1) origi nal and( ) copi es;(b) mercial inv oice in one (1) orig inal and( ) cop ies;(c) p ack ing list in one (1) orig inal and( ) cop ies;(d) certificate of orig in in one (1) orig inal and( )

40、cop ies;(e) in sura nee p olicy in one (1) orig inal and( ) cop ies; ( ) p erce nt of the total con tract p rice amoun ti ng (say only) shall be p aid by the buyer to the seller withi ndays afterthe followi ng docume nts have bee n submitted by the seller:(a) one (1) copy of the acce ptance certific

41、ate sig ned by the buyeras per article , or the seller ' s written statement specifying the lapse of more than seven (7) days after the seller ' s notice requesting the buyer to issue the acce ptance certificate in accorda nee with article ;(b) one ( 1 ) copy of mercial inv oice. ( ) p erce

42、nt of the total con tract p rice amoun ti ng (say only) shall be p aid by the buyer to the seller withi ndays afterthe followi ng docume nts have bee n submitted by the seller:a) one (1) origi nal letter of rete ntio n guara ntee in the form ofappen dix 10;b) one (1) copy of mercial inv oice.op ti o

43、n two: p ayme nt un der a l/gthe bala nee of the totalcon tract p rice amoun ti ng (say only ),plus in terest for deferred p ayme nt in the amount of(sayonly ),totaling(sayonly ) as detailed in appendix 12 shall be paid bythe buyer by in stallme nts as sp ecified in appen dix 12 and backed by an irr

44、evocable letter of guarantee in favor of the seller as per the appendix 11, issued withi n ( ) days after sig ning the con tract by the repu tablebank inacce ptable to the seller.all the banking charges incurred in the seller ' s bank shall be borne by the seller while those incurred outside the

45、 seller' s bank shall beborne by the buyer.article 6 delivery of equipment and tech ni cal docume ntati onthe delivery of the equipmentthe delivery of the equipment listed in appen dix 3 shall be p letedwithin( ) mon ths from the effective date of the con tract.within ( ) mon ths after the effec

46、tive date of the con tract,theseller shall send to the buyer a p relim inary delivery schedule by fax.not later tha n( ) days before the first shipment, the sellershall submit to the buyer the final delivery schedule in three (3) copies in dicati ng qua ntity, shipment.thecon tract nu mber, dis patc

47、h nu mber, n ame of the equipment, approximate dimensions, volume of each package and time of eachport of shipment is , while the port of destinationis .adva nee shipment, p artial shipment and tran sshi pment are allowed, however, the seller shall inform the buyer thirty (30) days before such shipm

48、ent.the date of bill oflading for each shipment shall be considered asthe actual delivery date.the seller shall notify the buyer by fax of the following within five(5) working days after each shi pment is effected:(a) con tract nu mber(b) n ame of the vessel and load ing port(c) n ame of the equipme

49、nt shipped(d) nu mber and date of bill of lad ing(e) total volume(f) total gross and net weight(g) total nu mber of p ackages/casesthe seller shall airmail the followingdocuments in duplicate to thebuyer:(a) bill of lad ing(b) mercial inv oice(c) p ack ing list(d) certificate of orig in(e) in sura n

50、ee p olicy.the late delivery of the equipmentif the seller fails to deliver the equipment in accordanee with the final delivery schedule, the seller shall pay to the buyer liquidated damages for such delay at the followi ng rates:(a) from the first week to the fourth week, the liquidated damages sha

51、ll be()percent of the value of the delayed portion of the equipmentperweek(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 damages shall be()p erce nt ofthe valu

52、e of the delayed p orti on of the equipment per week()percent of thethe fract ions of four days or more shall be coun ted as one week and fractions of less tha n four days shall be omitted. the total aggregate amount of the liquidated damagesshall not exceed value of the delayed p orti on equipment.

53、liability to the buyer his payment of liquidated the seller ' s paymentthe seller shall be released from thewhatsoever in respect of the late delivery after damagesin accordanee with article notwithstanding of the liquidated damages for the late delivery equipment, the seller shall not be releas

54、ed from his obligati on to deliver the equipment.the delivery of the tech ni cal docume ntati oncipairport by air with inof the con tract.be delivereddelivery datethe technical documentation listed in appendix 4 shall ()mon ths after the effective datethe date of airway bill shall be regarded as the

55、 actual of the tech ni cal docume ntati on.withinthe technical()working days after sending each lot of docume ntatio n, the seller shall inform the buyer of the con tract nu mber, item nu mber, nu mber and date of airway bill and the flight.in case of shortage, loss of or damageto the technical docu

56、mentationdue to the seller ' s reason, the seller shall makesuppiement to the buyer with in( ) days after recei ving the buyer' s writte n no tificati onwithout any further charge.article 7 p ack ing and marki ngthe equipment shall be packed to withstand long distanee transpo rtati on, mult

57、iple han dli ng.the seller shall mark the follow ing on two oppo site sides of eachp ackage with in delible pain ted en glish words:(a) desti nati on(b) con sig nee(c) con tract nu mber(d) shipping mark(e) gross/net weight (kg)(f) case/ bale nu mber(g) dime nsions: l x w x h (cm)each p ackage shall contain one (1) copy of p ack ing list.the seller shall mark on the p ackage, if necessary, “ han dle withcar