货物销售合同SALEOFGOODSCONTRACT英文

1、Document InformationDocument NameSale of Goods AgreementChapterSale of GoodsChapter EditorStephenson Harwood & LoDocument DescriptionThis is a general sale of goods contract normally used where a deal is initiated by the seller. The sales contract sets out the general terms of the contract and forms

2、 a complete deal together with each specific order issued by the buyer. The contract favours the seller.Language and TranslationThis document was originally drafted in Chinese. Translation to English by Pacific Legal Translations Ltd.Update NotesDisclaimerWhile reasonable care is taken to ensure the

3、 accuracy and completeness of the publication, neither LegalS Ltd. nor the Chapter Editor makes any representations or warranties, express or implied, that the publication is free from errors or omissions. This document is based upon the Editor experiences only, and shoul d be used for generalrefere

4、nce purposes only and in conjunction with the other relevant documents in the China Commercial Contracts publication. Specific and detailed professional advice should always be obtained in relation to any proposed legal agreement. This document should not be relied upon as a substitute for legal or

5、other professional advice.Document NumberCS02Release Number and DateRelease 1; 30 September 2002CopyrightLegalS Ltd. and the above Chapter Editor, 2004. Please consult your product licence agreement.TABLE OF CONTENTS1.SALE AND PURCHASE12.PRICE13.PURCHASE PROCESS24.PAYMENT35.DELIVERY36.ALLOCATION OF

6、DAMAGE RISK AND TITLE47.GUARANTEE AND LIABILITY58.COMPENSATION69.TERM OF THE CONTRACT AND TERMINATION710.ENTIRETY811.FORCE MAJEURE812.MISCELLANEOUS913.GOVERNING LAW9APPENDIX 110SALE OF GOODS CONTRACTTHE BUYERBuyer s company name and address (hereinafter referred to as the“ Buyer ” );AndTHE SELLERSel

7、ler s company name and address hereinafter referred to as the“ Seller” ).have entered into this Contract on_ (dd/mm/yy).THIS CONTRACT PROVIDES THE FOLLOWING:Note:This Contract shall be employed for foreign trade matters; therefore, the Chinese company that isparty to this Contract must possess commo

8、dity importexport- rights as prescribed in theTrade“ForeignLawof the People s Republic of China” , effective 1 July 1994.1. SALE AND PURCHASE1.1On the basis of this Contract, the Seller agrees to sell, and the Buyer agrees to buy, the goodsset forth in Appendix 1 (the“ Goods” ).1.2The terms and cond

9、itions of this Contract shall supersede all other terms and conditions, including but not limited to terms and conditions included in or alluded to in any quotation or order form issued by the Buyer or the Seller. The Buyer further represents to the Seller and confirms that it is not signing this Co

10、ntract in reliance upon any representation of the Seller or the Seller s representative.2. PRICE2.1The prices of the Goods are set forth in Appendix 1 of this Contract.2.2The price shall not include value-added tax or sales tax (if applicable) on the Goods, nor does it include shipping costs and ins

11、urance premiums. The Buyer hereby affirms that it shall bear the aforementioned costs.12.3Unless explicitly stipulated otherwise, the price of the Goods shall be calculated in Hong Kong Dollars.3. PURCHASE PROCESS3.1When the Buyer purchases any item(s), it must first submit a written order (referred

12、 to belowas “ the Purchase Order” ). The Purchase Order may be delivered to the Seller in person; or itmay be delivered by prepaid post to the Selle r s addressas set forth above or to any other address stipulated by the Seller; or it may be sent by fax to a number stipulated by the Seller; or it ma

13、y be delivered by any other means that the Parties may agree to from time to time.Unless and until the Seller receives a complete and clear Purchase Order, the Seller shall be under no obligation to take any particular action. The Purchase Order shall clearly list the name and quantity of Goods, as

14、well as any related technical specifications.3.2The Seller may, at the Buyer s request, also issue a price quotation (referred to below as the“ SellerQuotation ”for) any Good, and the Buyer may place an order by accepting the quotation. To accept a quotation, the Buyer shall sign the Seller Quotatio

15、n and then submit it to the Seller in accordance with the methods set forth in Clause 3.1 of this Contract. For the purposes of this Contract, any Seller Quotation signed by the Buyer shall be considered a Purchase Order.3.3The Seller shall be bound by the Purchase Order only after it has accepted t

16、he Purchase Order in writing.3.4The Seller has the right to modify the specifications of Goods at any time in order to comply with laws or requirements in effect in Hong Kong or other jurisdiction; provided, however, that the alteration shall not substantially influence the quality or nature of the

17、Goods. In the event that such an alteration becomes necessary, the Seller shall notify the Buyer simultaneously with the confirmation of the respective Purchase Order.3.5In the event that the Buyer wishes to cancel a Purchase Order, it may notify the Seller inwriting no later than_ days after the Pu

18、rchase Order was issued. Cancellation laterthan the aforementioned period shall require written approval by Seller. If the Seller so approves, the Buyer may cancel the Purchase Order on the condition that it bear responsibility for all costs, expenses and other losses incurred by the Seller due to t

19、he cancellation of the Purchase Order. 11 Note: For the purposes of this Contract, each Purchase Order issued by the Buyer constitutes an offer asstipulated by the law on contracts. According to the“ Contract Law” , an offer takes effect once it reaches thofferee. Consequently, the Purchase Order ma

20、y be withdrawn before it has taken effect, provided that the Notification of Cancellation reaches the Seller before or at the same time the Purchase Order reaches the Seller.24. PAYMENT4.1Where goods are delivered by the Seller, the Seller shall issue to the Buyer an invoice within number days of de

21、livering the Goods; where the Goods are collected by the Buyer, theSeller shall issue to the Buyer an invoice within number days of notifying the Buyer that it may collect the Goods.4.2The Buyer shall pay the full price of the Goods withinnumber days of the issue of theinvoice by the Seller. This ti

22、me limit is of utmost importance.4.3If the Buyer fails to make payment within the time period prescribed in Article 4.2, the Seller shall have the right to take the measures set forth below, and such action shall not influence the exercise or use by the Seller of any other rights or remedial measure

23、s:(a) Termination of this Contract;(b) Suspend any further delivery of Goods to the Buyer; or(c)Based on an annual interest rate ofnumber percent, claim from the Buyer aninterest charge which shall be calculated daily on the unpaid amount during the period between the payment due date and the date p

24、ayment is actually made.5. DELIVERY5.1The Buyer shall collect the Goods immediately upon receipt of the Cargo Delivery Notice issued by the Seller. Alternatively, the Parties may agree that the Seller may complete delivery by transporting the Goods to a location designated by the Buyer.5.2In the eve

25、nt that the Buyer fails to collect the Goods or fails to provide the Seller reasonable instructions for the delivery of the Goods, the Buyer shall have the right to take the measures set forth below, and such action shall not influence the exercise or use by the Seller of any other rights or remedia

26、l measures:A Purchase Order may be cancelled prior to the issuance by the Seller of a Notificationof Acceptance, unlessone of the following circumstances stipulated by Article 19 of the“ Contract Law” occurs:1. The offeror defines a deadline for acceptance or indicates by any other means that the of

27、fer may not be cancelled;2. The offeree has reason to believe that the offer may not be cancelled, and has already taken steps to implement the contract.This provision constitutes a stipulation made by the Parties regarding the no-cancellation principle of the Purchase Orders, yet permits an excepti

28、on when the Buyer issues a Notification of Cancellation within a stipulated number of days after the issuance of the Purchase Order.3(a) Store the Goods until they are delivered or collected and, prior to delivery or collection, claim from the Buyer all expenses stemming from the storage and insuran

29、ce of the Goods; or(b) Sell the Goods at the current best price; and use the proceeds to reimburse the amount the Buyer should have paid for the Goods, as well as storage charges, insurance premiums and any other costs of sale; while, at the same time, complying with the provisions set forth below:(

30、i)If the resale proceeds are insufficientto pay the aforementioned items, theBuyer shall pay the difference to the Seller; or(ii) If the resale proceeds are more than sufficient to pay the aforementioned amounts, the Seller may allocate the excess funds to the Buyer.5.3The Buyer shall pay the Seller

31、 all transport costs and insurance premiums incurred in delivering the Goods.6. ALLOCATION OF DAMAGE/ RISK AND TITLE6.1Under the following circumstances, the risk of damage to or loss of the Goods shall be transferred to the Buyer:(a) Where the Goods are collected by the Buyer, the risk shall be tra

32、nsferred to the Buyer when the Seller notifies the Buyer that the Goods may be collected; or(b) Where the Goods are delivered by the Seller, then the risk is transferred from the Seller to the Buyer when the Goods have been transported to the location designated by the Buyer, regardless of whether t

33、he Buyer actually takes delivery of the Goods.6.2Title to the Goods shall be transferred to the Buyer only after the Seller has received full payment for the Goods.22 Note: The two articles above prescribe when the risk and title, respectively, are transferred from the Seller of the Goods to the Buy

34、er. Parties to sales agreements may freely stipulate the timing of the transfer of risk and title of the subject goods. If the parties have not stipulated a time of transfer, then:1. The proprietorship of the subject goods shall be transferred when the subject goods are delivered. The law, however,

35、provides exceptions. For example, the transfer of title to fixed assets requires prior performance of certain registration procedures related to transfer of ownership.46.3The Buyer may not, by any means, mortgage those Goods over which the Seller still holds title. In the event that the Buyer breach

36、es this provision, the Buyer shall immediately pay all amounts that it owes the Seller, regardless of whether a corresponding invoice has been issued or the time period prescribed under Article 4.2 has passed, and such action shall not influence the Seller s right to take other remedial measures.7.

37、GUARANTEE AND LIABILITY7.1The Seller guarantees that the Goods shall conform to specifications upon delivery, and thatno material or technical defects shall appear in the Goods for a period of_ monthsafter commencement of use, or for a period of _ months after the earlier of collectionor delivery of

38、 the Goods.7.2The guarantee provided in Paragraph 7.1 shall be contingent upon the terms and conditions set forth below:(a) The Seller shall not be liable for defects in the Goods resulting from modifications or changes in specifications if the aforementioned modifications or changes were requested

39、by the Buyer;2. The risk of damage to or loss of the subject goods is borne by the seller before the subject goods are delivered, and by the buyer after the subject goods are delivered. The law, however, provides exceptions. These exceptions mainly refer to five kinds of circumstances as set forth b

40、elow:Article 143: When causes attributable to the buyer render delivery of the subject goods by the prescribed time impossible, the buyer shall bear the risk of damage to or loss of the subject goods commencing from the date of breach.Article 144: When the seller sells a subject good that has been d

41、elivered to a carrier and is in transit, unless the parties have agreed otherwise, the risk of damage to and loss shall be borne by the buyer commencing from the time of establishment of a contract.Article 145: When the parties have not designated or clearly designated a place of delivery, if the su

42、bject goods require transport as provided by Item (i) of Paragraph 2 of Article 141 of this Law, the buyer shall bear the risk of damage to or loss of the subject goods commencing from the time the seller delivers the subject goods to the first carrier.Article 146: When the seller places the subject

43、 goods at the place of delivery in accordance with the Contract or in accordance with Item (ii) of Paragraph 2 of Article 141, and the buyer fails to take delivery of the goods according to the provisions of the contract, the risk of damage to or loss of the subject matter shall be borne by the buye

44、r commencing from the date of breach.Article148:Where the purpose of the contract is frustrated due to failure of the subject goods to meet thequality requirements, the buyer may reject the subject goods or terminate the contract. When the buyer rejects the subject matter or terminates the contract,

45、 the risk of damage to or loss of the subject goods shall be borne by the seller.5(b) The Seller shall not be liable for defects caused by normal wear and tear, wilful damage, negligence, improper usage, failure to follow the Seller instructions,incorrect usage without the Seller s approval, modific

46、ation or repair;(c) The guarantee does not extend to parts, accessories, materials or equipment that was not manufactured by the Seller. With regard to any one part, accessory, material or piece of equipment, the Buyer shall only have the right of benefit with respect to the corresponding guarantee

47、provided by the manufacturer to the Seller.(d) The guarantee excludes, to the maximum limit permissible by law, all implicit guarantees, conditions or other terms as provided by statutory law or common law, regarding the Goods and their fitness for use, merchantability or other characteristics.7.3If

48、 the Buyer wishes to demand compensation for any Goods that it claims are defective, theBuyer shall notify the Seller in writing of the demand for compensation within_ daysof collection or delivery.7.4In the event that the Buyer issues a valid claim for compensation based on Article 7, the Seller ma

49、y choose to exchange the Good(s) free of charge, or may elect to refund all or a portion of the payment price of the Good(s) to the Buyer. Once this is done, the Seller shall not have any further liability to the Buyer.7.5The Seller shall not be liable to the Buyer under the following circumstances:

50、 any indirect, exceptional or consequential loss, expense or compensation for indemnity arising from or byor related to the sale of the Goods or the Buyer s use or resale of the Goods as a result of statement, implicit guarantee, condition or any other provision; as a result of the assignmentof liab

51、ility under common law; or as a result of the provisions of this Contract (regardless of whether the loss arises from negligence on the part of the Seller, its employees, its agent or other persons);. Furthermore, with the exception of death or personal injury resulting from negligence or intentiona

52、l misrepresentation on the part of the Seller, the obligation of the Seller shall not extend beyond the price of the Goods.8. COMPENSATION8.1Where Goods are manufactured according to the Buyer sspecifications, and these manufacturing specifications result in a claim by a third-party for damages due

53、to infringement of intellectual property rights (including, but not limited to, any patent, copyright, design or trademark), then the Buyer shall compensate the Seller for any costs, expenses or other losses resulting from the claim.68.2When a Good is manufactured according to the Seller specificati

54、ons, and these manufacturing specifications result in a claim by a third party for damages due to infringement of intellectual property rights (including but not limited to any patent, copyright, design or trademark), then the Seller shall compensate the Buyer for any costs, expenses or other losses

55、 resulting from the claim; provided that:(a) the Seller shall possess full right of control over the legal proceedings or negotiation in any indemnity claim against the Buyer;(b) the Buyer shall provide the Seller all reasonable assistance with regards to any legal proceedings or negotiation of this

56、 type;(c) except in the case of a final judgment, the Buyer shall not pay or agree to pay any of the claimed damages or agree to a settlement during any legal proceeding without prior approval by the Seller (which the Seller shall not unreasonably refuse); and(d) The Buyer may not perform any action that breaches an insurance pol