Sales Contracts (销售合同)

1、 Part One International Business Contracts 1. Sales Contract Focal PointslUnderstanding the importance of sales contractlThe principles of writing a sales contractlThe basic form of sales contract lGrasping useful sentences or related words It is the realization of all the previous business practice

2、s we have specified beforeLead-inlWhat is a sale contract What is contract?Its an angreementv principles writing completely, clearly, grammatically, and arranging properly and logically. The contents of contracts or agreements should conform to the principle of equality and mutual benefit and throug

3、h common negotiation.the stipulations of contracts or agreements should be complete, concrete, clear and without careless omissionsusing words and expressions accurately, arranging the contents properly, logically and without mistakes.Lead-in Contents: lThe title of the contract lThe date and the pl

4、ace of signing the contract or agreementlThe preamble of the contract or agreementlThe name and specifications of the commodity quantity, unit price and total value, packing, shipment, payment, insurance, inspection, claim and arbitration, etc. Lead-inSamples Sales Contract No.：YY823496 Date ：July 1

5、8, 20_ Signed at：Hong Kong This contract is made and entered into by ABC Corporation (hereinafter referred to as “SELLERS”), a Chinese corporation having their principal office at Building 12, Block 2,Anhuili, Chaoyang District, Beijing, P. R. China who agrees to sell and XYZ Corporation ( hereinaft

6、er referred to as “BUYERS”), a New York corporation having their principal office at 30 Wall St., New York, N.Y., USA, who agrees to buy the following goods on the terms and conditions stated as below: 1 Name of commodity & Specification: Hand-embroidered Silk Scarves Item 3 2 Quantity: 2,400 pieces

7、 3 Unit Price: CFR New York US$ 20.00 per piece 4 Total Amount: US$ 48,000 5 Country of Origin and Manufacturers: Xian Red Star Company, China 6 Time of Shipment：September, 20_ 7 Port of Loading： Qingdao, China 8 Port of Destination：New York, USA 9 Packing：Each piece packed in a plastic bag, 12 piec

8、es in a carton. 10 Shipping Marks：at the Buyers option. 11 Insurance： To be covered by Buyers for 110% of full invoice value against All Risks. 12 Terms of Payment：By 100%confirmed, irrevocable, transferable and divisible L/C to beavailable by sight draft to reach the sellers 30 days before the time

9、 ofshipment and to remain valid for negotiation in China until 15 days after the aforesaid time of shipment. The L/C must specify that transhipmentand partial shipments are allowed.13 Inspection: The Inspection Certificate of Quality/Quantity/Weight/Packing/Sanitation issued by China Commodity Inspe

10、ction Bureau shall be regarded as evidence of the Sellers delivery. The Buyer may have the goods reinspected by authorized organization after thegoods arrival at the destination. The reinspection fee shall be borne by the Buyer.14 Documents：The Seller shall present the following documents required t

11、o the bank for negotiation:1) Full set of clean on board Ocean/Combined Transportation/Land Bills of Lading and blank endorsed marked freight prepaid;2) Signed commercial invoice in 3 copies indicating Contract No., L/C No. (Terms of L/C) and shipping marks;3) Packing list/weight memo in 5 copies;4)

12、 Certificate of Quality in 3 copies;5) Certificate of Quantity in 3 copies;6) Insurance policy/certificate in 3 copies (Terms of CFR);7) Certificate of Origin in 3 copies;8) The Seller shall, within 24 hours after shipment effected, send by courier each copy of the above-mentioned documents.15 Terms

13、 of Shipment：The Seller shall ship the goods duly within the shipping duration from the port of loading to the port of destination. Under CFR terms, the Seller shall advise the Buyer by fax/telephone of the Contract No., commodity, invoice value and the date of dispatch two days before the shipment

14、for the Buyer to arrange insurance in time. 16 Quality/Quantity Discrepancy and Claim： In case of quality discrepancy, claim should be lodged by the Buyers within 3 months after the arrival of the goods at port of destination, while of quantity discrepancy, claim should be filed by the Buyers within

15、 15 days after the arrival of the foods at port of destination. It is understood that the Seller shall not be liable for any discrepancy of the goods due to causes for which the Insurance Company, Shipping Company, other transportation, organization/ or Post Office are liable. 17 Force Majeure：Eithe

16、r party shall not be held responsible for failure or delay to perform all or any part of this agreement due to flood, fire, earthquake, draught, war or any other events which could not be predicted, controlled, avoided or overcome by the relative party. However, the party affected by the event of Fo

17、rce Majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued by the relevant authorities to the other party within 15 days after its occurrence. 18 Late Delivery and Penalty: Should the Sellers fail to make delivery o

18、n time as stipulated in the Contract, with exception of orce Majeure specified in Clause 17 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment under negotiation. The penalt

19、y, 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 every 7 days, odd days less than 7 days shall be counted as 7 days. In case the Sellers fail to make delivery 10 weeks after the time of shipment stipulated in the

20、 Contract, the Buyers shall have the right to cancel the Contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay. 19 Arbitration: All disputes arising from the execution of this agreement shall be settled through friendly consultation

21、s. In case no settlement can be reached, the case in dispute shall then be submitted to China International Economic and Trade Arbitration Commission in Beijing in accordance with its Procedure Rules. The decision made by this Arbitration commission shall be regarded as final and binding upon both p

22、arties. Arbitration fees shall be borne by the losing party, unless otherwise awarded. Sellers：XYZ CorporationBuyers： ABC Corporation Signature： Signature： Exercises enter into a contract at ones option send by courier binding upon both parties available by sight draft 转船不可抗力 可转让可分割的信用证 不可撤销的信用证 上述的

23、 . Put the following English phrases into Chinese or Chinese phrases into English.answers 1、签订合同 2、由 自由选择 3、见票即付 4、以邮务专递方式邮寄 5、对双方生效 6、transhipment and partial shipments 7、Force Majeure 8、 aforesaid 9、100% confirmed and irrevocable L/C 10、transferable and divisible L/CII. Fill in the blanks with the

24、 words given below, and change the form when necessary.Exercises Any dispute from or in connection with the Contract shall through friendly negotiation. In case no settlement , the dispute shall to China International Economic and Trade Arbitration Commission (CIETAC), South China Sub-Commission for

25、 arbitration in accordance with its rules in effect at the time of for arbitration. The arbitral award is final and upon both parties. All notice shall in English and to both parties by fax/courier according to the following addresses. If any changes of the addresses , one party shall the other part

26、y of the change of address within 7 days after the change. answers1、fail 2、stipulated 3、specified 4、postpone 5、agree 6、be deducted 7、exceed 8、involved 9、charged 10、countedIII. Translate the following Chinese into English or English into Chinese.1. 信用证必须注明可以分批装运或转船。 The L/C must specify that tranship

27、ment and partial shipments are allowed.2.复验费由买家承担。 The reinspection fee shall be borne by the Buyer. 3. The Seller shall, within 24 hours after shipment effected, send by courier each copy of the above-mentioned documents.卖方应在交运后24小时之内以邮务专递方式将上述单据副本一式一套邮寄给买方。 4. It is understood that the Seller shal

28、l not be liable for any discrepancy of the goods due to causes for which the Insurance Company, Shipping Company, other transportation, organization/ or Post Office are liable.对装运物所提任何异议属于保险公司、轮船公司及其它有关运输机构或邮递机构所负责者，卖方不负任何责任。5.但罚款不得超过迟交货物总价的10%。 The penalty, however, shall not exceed 10% of the tota

29、l value of the goods involved in the delayed delivery.IV. Choose the best word(s) or phrase(s) to complete each of the following sentences.1. This contract is made and entered by ABC Corporation and XYZ Corporation, a New York corporation having their principal office 30 Wall St., New York, N.Y., US

30、A.A. in / onB. into / at C. to / at D. into / on2. Both companies have agreed to buy the following goods the terms and conditions stated below.A. as / downB. over / as C. on / to D. on / as 3. The insurance is to be covered by Buyers 110% of full invoice value All Risks.A. of / for B. for / against

31、C. over / upon D. in / againstIV. Choose the best word(s) or phrase(s) to complete each of the following sentences.4. The Buyer may have the goods by authorized organization after the goods arrival the destination. A. reinspect / in B. respect / at C. reinspected / at D. be respected / in5. The Seller shall ship the goods within the shipping from the port of loading to the port of destination. A. duly / durationB. early / duration C. dully / time D. duly / time6. The rate of penalty