外贸函电unit_7-8_sales_contract课件

1、Unit 7-8 import Purpose The Parties desire to form a joint venture. Background of contract This Agreement is being executed and delivered simultaneously with the execution and delivery of the Agreement and Plan of Merger dated December 13, 1999,Whereas-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”的主要内容和作用就是解释合同签署

2、的背景和目的。,5,学习交流PPT,Hereinafter: later in the same Contract. 以下，在下文。一般与to be referred to as, referred to as, called 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

3、 the principle of equality and mutual benefit and through amicable consultation. 本合同双方，公司 (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,6,学习交流PPT,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。,7,学习交流PPT,Whereas Party B

4、has the right and agrees to grant Party A the rights to use, manufacture and sell the Contract Products of Patented 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

5、品；,措词whereas,8,学习交流PPT,A sales contract refers to a contract whereby the seller transfers the ownership of an object to the 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 e

6、lectricity 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电，用电人支付电费的合同。,措词whereby,9,学习交流PPT,contents of import Sales confirmation, purchase contract Export contract; import contract Preamble Date place partiesrecitals or whereas clau

7、se,10,学习交流PPT,preamble,Contract No. CD123 Date: December 30, 2002 Signed at: Guangzhou Seller: China National Import whereby the Buyers agree to buy and the Sellers agree to sell the under-mentioned commodity according to the terms and conditions stipulated below:,Interpretation,12,学习交流PPT,example,S

8、ALES CONTRACT Contract No. CE102 Date: November 5, 1998 Signed At: Beijing Sellers: China National Chemicals Imp/Exp Corp. Buyers: Smith seaworthy packing; packing suitable for long distance E.G.: in bulk or nude bulk,20,学习交流PPT,Packing terms,Specific a. To be packed in wooden cases, 30 pieces per c

9、ase 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 package date should be written / m

10、arked in English.,LithophoneZns content 28% min.Paper-linedglass-fiber bags,In boxes of one dozen each, and 20 boxes to a carton,21,学习交流PPT,Shipment mark,Four parts Picture or words (at the seller or the buyers option) Port of destination Contract No. (or order No.) No of the commodity E.G.: 1. SMCO

11、 NEW YORK 95/C NO.:345789 NO.2/100 At Seller s Option,FRAGILE DES DAR-es-Salaam.达累斯萨拉姆 (坦桑尼亚) Nos.1-250,22,学习交流PPT,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￥7400 per cart

12、on FOB Qingdao,23,学习交流PPT,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),24,学习交流PPT,Insurance,Content the insured, the insu

13、rer, coverage, 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.,25,学习交流P

14、PT,insurance clause,Complete clause E.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

15、 consent of the sellers before shipment, and the additional premium is to be borne by the Buyer.,26,学习交流PPT,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)w

16、ithout transshipment (3)transhipment at Hongkong allowed Complete sentence During December, 2001 allowing partial shipments and transshipment,27,学习交流PPT,Shipment clause,loading port and destination loading port (1)despatch/shipment from Chinese port to (2) Any port in China / Chinese port (3) Guangz

17、hou / Dalian port of destination (1)Osaka/ singapore,28,学习交流PPT,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 Cert

18、ificate 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.,29,学习交流PPT,Payment Term,pay by L/C, Collection and remittance 1. E.G: by L/C By irrevocable Letter of Credit to be available by sight

19、 draft, to reach the seller before November 30,1991 and to remain valid 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

20、stipulated in the credit.,In case of L/C,30,学习交流PPT,Payment Term, payment: The buyer shall 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 b

21、ank 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、平舱费的离岸价总值，由开证行凭收 妥下列装船单据付款：,例子p110,31,学习交流PPT,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 (

22、2)Provosion invoice covering an amount corresponding to the full value of each shipment, weight 1% less 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,32

23、,学习交流PPT,delivery termsrequired certificates issued by designated authority,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 issu

24、ed by China Import and Export at the port of shipment. The Certificate shall be binding on both parties.,Its mutually agreed that the Inspection Certificate of Quality and Inspection Certificate of Quantity issued by China Import and Export at the port of shipment Shall be taken as the basis of the

25、delivery .,33,学习交流PPT,Sample Purchase confirmation,Delivery Terms: Certificate of Quality, Quantity, Weight and Origin are required. 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 ser

26、ve as the basis of any claim to be lodged by the Buyers against the sellers .,34,学习交流PPT,ending partgeneral terms and condition,Claims In case 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 majeure The Sell

27、ers 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 process of manufacturing or in the course of loading or transit.,35,学习交流PPT,ending partgeneral terms and condition,Arbitration All disputes arising from the exe

28、cution of this agreement shall be settled through friendly consultations. In case no settlement can be reached, the case in dispute,36,学习交流PPT,37,学习交流PPT,38,学习交流PPT,39,学习交流PPT,1999年8月3日于广州签订的第99/1234号合同主要条款：卖 方：广州服装进出口公司买 方：Messrs.J.Handerson&.Co.,New York City, USA商品名称和数量：1 000打丝织女衬衫规 格：颜色粉、兰、黄均衡搭配

29、单 价：每打52.50美元成本加保险加运费到纽约市，含佣3% 总 金 额：52 500美元包 装：纸板箱装交 货 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：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 the following particulars,40,学习交流PPT,key for your reference,CONTRACT No.99/1234 Sellers: Guangzhou Garments Imp./Exp. Corp.Buyers: Mess

30、rs.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 undermentioned commodity according to the terms and conditions stipulated below:Commodity: Silk Blouses,41,学习交流PPT,Specificatio

31、ns: 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 be covered by the Seller,42,学习交流PPT,Time

32、 of Shipment: In November 1999Partial shipment(s) allowedTranshipment allowedPort of Shipment: China PortPort of Destination: New YorkTerms of Payment: By irrevocable L/C payable by draft at sight to remain valid for negotiation in China until the 15th day after the date of shipment.Done and signed in Beijing on this 3rd day of August, 1999.,