TABLE OF CONTENTS
1.SALE AND PURCHASE (1)
2.PRICE (1)
3.PURCHASE PROCESS (2)
4.PAYMENT (3)
5.DELIVERY (3)
6.ALLOCATION OF DAMAGE RISK AND TITLE (4)
7.GUARANTEE AND LIABILITY (5)
https://www.doczj.com/doc/a918536941.html,PENSATION (6)
9.TERM OF THE CONTRACT AND TERMINATION (7)
10.ENTIRETY (8)
11.FORCE MAJEURE (8)
12.MISCELLANEOUS (9)
https://www.doczj.com/doc/a918536941.html,ERNING LAW (9)
APPENDIX 1 (10)
SALE OF GOODS CONTRACT
THE BUYER
[Buyer’s company name and address] (hereinafter referred to as the “Buyer”);
And
THE SELLER
[Seller’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 is party to this Contract must possess commodity import-export rights as prescribed in the “Foreign Trade Law of the People’s Republic of China”, effective 1 July 1994.]
1.SALE AND PURCHASE
1.1On the basis of this Contract, the Seller agrees to sell, and the Buyer agrees to buy, the goods
set forth in Appendix 1 (the “Goods”).
1.2The terms and conditions 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 Contract in reliance upon any representation of the Seller or the Seller’s representative.
2.PRICE
2.1The 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 insurance premiums. The Buyer hereby affirms that it shall bear the aforementioned costs.
2.3Unless explicitly stipulated otherwise, the price of the Goods shall be calculated in Hong
Kong Dollars.
3.PURCHASE PROCESS
3.1When the Buyer purchases any item(s), it must first submit a written order (referred to below
as “the Purchase Order”). The Purchase Order may be delivered to the Seller in person; or it may be delivered by prepaid post to the Selle r’s address as 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 may 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 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
“Seller Quotation”) for any Good, and the Buyer may place an order by accepting the quotation. To accept a quotation, the Buyer shall sign the Seller Quotation 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 the 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 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 in
writing no later than _____ days after the Purchase Order was issued. Cancellation later than 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 the cancellation of the Purchase Order. 1
1 Note: For the purposes of this Contract, each Purchase Order issued by the Buyer constitutes an offer as stipulated by the law on contracts. According to the “Contract Law”, an offer takes effect once it reaches the offeree. Consequently, the Purchase Order may be withdrawn before it has taken effect, provided that the
4.PAYMENT
4.1Where goods are delivered by the Seller, the Seller shall issue to the Buyer an invoice within
[number] days of delivering the Goods; where the Goods are collected by the Buyer, the Seller 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 within [number] days of the issue of the
invoice by the Seller. This time 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 measures:
(a)Termination of this Contract;
(b)Suspend any further delivery of Goods to the Buyer; or
(c)Based on an annual interest rate of [number] percent, claim from the Buyer an
interest charge which shall be calculated daily on the unpaid amount during the
period between the payment due date and the date payment is actually made.
5.DELIVERY
5.1The 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 event 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 remedial measures:
A Purchase Order may be cancelled prior to the issuance by the Seller of a Notification of Acceptance, unless one 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 offer 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 exception when the Buyer issues a Notification of Cancellation within a stipulated number of days after the issuance of the Purchase Order.
(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
insurance 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:
(i)If the resale proceeds are insufficient to pay the aforementioned items, the
Buyer 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 all transport costs and insurance premiums incurred in
delivering the Goods.
6.ALLOCATION OF DAMAGE/ RISK AND TITLE
6.1Under 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 transferred 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 the 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.2
2 Note: The two articles above prescribe when the risk and title, respectively, are transferred from the Seller of the Goods to the Buyer. 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, provides exceptions. For example, the transfer of title to fixed assets requires prior performance of certain registration procedures related to transfer of ownership.
6.3The Buyer may not, by any means, mortgage those Goods over which the Seller still holds
title. In the event that the Buyer breaches 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.GUARANTEE AND LIABILITY
7.1The Seller guarantees that the Goods shall conform to specifications upon delivery, and that
no material or technical defects shall appear in the Goods for a period of ______ months after commencement of use, or for a period of ______ months after the earlier of collection or delivery of 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 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 below:
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 delivered 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 subject 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 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 buyer commencing from the date of breach.
Article 148: Where the purpose of the contract is frustrated due to failure of the subject goods to meet the quality requirements, the buyer may reject the subject goods or terminate the contract. When the buyer rejects the subject matter or terminates the contract, the risk of damage to or loss of the subject goods shall be borne by the seller.
(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’s instructions,
incorrect usage without the Seller’s approval, modification 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 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 the Buyer wishes to demand compensation for any Goods that it claims are defective, the
Buyer shall notify the Seller in writing of the demand for compensation within ______ days of collection or delivery.
7.4In the event that the Buyer issues a valid claim for compensation based on Article 7, the
Seller may 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: any indirect,
exceptional or consequential loss, expense or compensation for indemnity arising from or by or related to the sale of the Goods or the Buyer’s use or resale of the Goods as a result of any statement, implicit guarantee, condition or any other provision; as a result of the assignment of liability 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 intentional misrepresentation on the part of the Seller, the obligation of the Seller shall not extend beyond the price of the Goods.
https://www.doczj.com/doc/a918536941.html,PENSATION
8.1Where Goods are manufactured according to the Buyer’s specifications, 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 Buyer shall compensate the Seller for any costs, expenses or other losses resulting from the claim.
8.2When a Good is manufactured according to the Seller’s specifications, 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 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 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 policy which
provides insurance against this kind of infringement of rights, and the amount of
compensation provided by the Seller shall not include any compensation proceeds the
Buyer may have obtained from such insurance policies (the Buyer shall use its best
efforts to obtain such insurance compensation).
9.TERM OF THE CONTRACT AND TERMINATION
9.1This Contract shall take effect on the date it is signed, and shall remain in effect until
terminated by either Party in accordance with the provisions of this Contract.
9.2Either Party may terminate this Contract without cause by informing the other Party in
writing ____ days prior to the date of termination. In the event that either Party issues such
a notification, the Seller shall continue to process Purchase Orders of the Buyer that the Seller
has received and accepted until the term of the Contract, as stipulated in the notification, has expired; the obligation of the Buyer to perform payment, collect or accept delivery of the Goods included in these Purchase Orders shall continue until the Contract has terminated, and the Buyer shall continue to be bound by the provisions of this Contract.
9.3Either Party shall have the right to immediately terminate this Contract under the following
circumstances:
(a)The other Party and its creditor or another party agree to an arrangement or
composition;
(b)The other Party declares bankruptcy, or initiates voluntary or compulsory liquidation;
(c) A third party legally confiscates or takes over the other Party’s title or assets, or a
receiver is designated to take control of those assets; or
(d)The other Party ceases business, or declares that it is suspending operations.3
10.ENTIRETY
10.1This Contract shall supersede all other oral or written agreements or understandings
previously concluded between the Parties regarding the subject matter of this Contract.
11.FORCE MAJEURE
11.1Where circumstances, which are unforeseeable at the date this Contract is signed and which
are beyond either Party’s reasonable control, cause delay in or failure of a Party’s performance of its obligations pursuant to this Contract, such Party shall not be considered in breach of this Contract or be liable to the other Party, and the term of implementation of such Party’s respective obligation may be extended accordingly. The aforementioned circumstances include, but shall not be limited to, natural disaster, building destruction, war, unrest, fire, explosion, flood, acts of the government and industry actions.
11.2When a Party’s performance of its obligations pursuant to this Cont ract is delayed or rendered
impossible due to the aforementioned circumstances, such Party shall immediately inform the other Party, and make all reasonable efforts to minimize the effect of the aforementioned circumstances on the performance of its obligations. Furthermore, such Party shall
3 Note: Contractual termination falls into two categories: contractual termination and legally-stipulated termination. This Contract prescribes various circumstances in which the Parties shall have the right to unilaterally terminate the Contract. Furthermore, the Parties may also cause the contractual relationship to become defunct by executing their right of termination pursuant to the legally prescribed circumstances set forth in “The Contract Law” and as set forth below.
Article 94: The parties may terminate a contract when any of the following situations occurs:
(i) force majeure frustrates the purpose of the contract;
(ii) before the performance period is complete, either party expressly states or indicates by its conduct that it will not perform its principal obligations;
(iii) either party delays performance of its principal obligations, and fails to perform within a reasonable time after receiving demand for performance;
(iv) either party delays performance or otherwise breaches the contract, thereby frustrating the purpose of the contract;
(v) any other circumstance prescribed by law occurs. including: if a situational change unforeseeable by the parties occurs, the parties may renegotiate the contract; if negotiations are unsuccessful, the parties may amend or terminate the contract.
immediately inform the other Party of the cessation of the respective circumstances and continue to fully perform its obligations pursuant to the provisions of this Contract.4
12.MISCELLANEOUS
12.1Any notification or information transmitted from one party to the other party as required or
permitted by this Contract must be in writing, and may be delivered in person, by post, fax, or equivalent communication methods to the other Party’s address as set forth above. If any notification or other information issued in accordance with this Contract is delivered in person, then it shall be regarded as having arrived when it is submitted to the other Party. If other methods of delivery are employed, then the time of delivery shall be forty-eight hours after time of delivery or transmission.
12.2The waiver by a Party of its legal recourse against the other Party for breach of contract shall
not be deemed a waiver of such Party’s right to legal recourse for future breaches of the same provision or any other provisions of this Contract.
12.3If any provision of the terms and conditions of this Contract is determined by any competent
court to be completely or partially invalid or unenforceable, then the respective term or condition shall be deemed to be severed from this Contract, and the remaining terms and conditions of this Contract shall not be influenced.
https://www.doczj.com/doc/a918536941.html,ERNING LAW
13.1All aspects of this Contract shall be governed by and interpreted in accordance with the laws
of the People’s Republic of Chin a. The Parties to this Contract shall irrevocably submit any dispute to a competent People’s Court.
4 Note: The previous two articles prescribe the scope of force majeure and the obligations of the Parties during an event of force majeure.
Force majeure means an objective circumstance that is unforeseeable, unavoidable and insurmountable. Article 117 of he “Contract Law” stipulates: “When a party is unable to perform a contract due to force majeure, unless otherwise prescribed by law, the party shall in part or in whole be exempted from liability in accordance with the effects of the force majeure. When force majeure occurs as a result of delayed performance of a contract, the delaying party shall not be exempt from liability.”
Force majeure is usually categorized into two classifications: natural disasters and social events. The invocation by a party to a contract of force majeure due to natural causes will not usually give rise to dispute. However, disagreement exists regarding whether force majeure resulting from social causes, such as war, strike, or the promulgation or revision of laws and regulations, should be included in the legal definition of force majeure. For this reason, and because different people have different interpretations regarding whether events such as a strike by an enterprise’s employees or government-issued policies are unforeseeable, unavoidable and insurmountable, a party to a contract should clearly define the scope of force majeure in the contract and should avoid including events such as strike or government actions in the collective definition of force majeure.
It is hereby certified that this Contract was signed by the authorized representatives of both Parties on the date of this Contract.
Signed by [Insert Name]
as representative for [Insert Seller’s Name]
Witnessed by:
Signed by [Insert Name]
as representative for [Insert Buyer’s Name]
Witnessed by:
APPENDIX 1
Serial Number Good Specification of Goods Price (HK$)
1.
2.
内部编号：AN-QP-HT410 版本/ 修改状态：01 / 00 The Contract / Document That Can Be Held By All Parties Of Natural Person, Legal Person And Organization Of Equal Subject Acts On Their Establishment, Change And Termination Of Civil Rights And Obligations, And Defines The Corresponding Rights And Obligations Of All Parties Participating In The Contract. 甲方：__________________ 乙方：__________________ 时间：__________________ 外贸销售合同中英文通用范本
外贸销售合同中英文通用范本 使用指引：本协议文件可用于平等主体的自然人、法人、组织之间设立的各方可以执以为凭的契约/文书，作用于他们设立、变更、终止民事权利义务关系，同时明确参与合同的各方对应的权利和义务。资料下载后可以进行自定义修改，可按照所需进行删减和使用。 外贸合同contract 编号：no： 日期：date ： 签约地点：signed at： 卖方：sellers： 地址：address：邮政编码：postal code： 电话：tel：传真：fax： 买方：buyers： 地址：address：邮政编码：postal code： 电话：tel：传真：fax：
英文版销售合同 CONTRACT Date: Contract No.: The Buyers： The Sellers: 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 goods subject to the terms and conditions as stipulated hereinafter: (1) Name of modity： (2) Quantity: (3)Unit price: (4) Total Value: (5) Packing: (6) Country of Origin : (7)Terms of Payment: (8) Insurance: (9) Time of Shipment: (10)Port of Lading: (11)Port of Destination: (12)Claims: Within 45 days after the arrival of the goods at the destination, should the quality, Specifications or quantity be found not in conformity with the stipulations of the contract except those claims for which the insurance pany or the owners of the vessel are liable. The Buyers shall, have the right on the strength of the inspection certificate issued by the C.C.I.C and the relative documents to claim for pensation to the Sellers. (13)Force Majeure: The sellers shall not be held responsible for the delay in shipment or non-deli-very of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The sellers shall advise the Buyers immediately of the occurrence mentioned above the within fourteen days there after. The Sellers shall send
独家代理合同 本协议系于______年______月______日，由当事人一方丛鱼A、B、C公司按中国法律组建并存在的公司，其主营业地在_______(以下简称卖方) 与他方当事人X、Y、Z公司，按______国法律组建并存在的公司，其主营业地在______(以下简称代理商)所签订。 双方一致同意约定如下： 第一条委任与接受 在本协议有效期内，卖方指定代理商为本协议第四条项下商品的独家代理商，在第三条所规定的区域内招揽顾客的订单。代理商同意并接受上述委任。 第二条代理商的义务 代理商应严格遵守卖方随时给予的任何指令，而且不得代表卖方作出任何担保、承诺以及订立契约、合同或作其他对卖方有约束力的行为。对于代理商违反卖方指令或超出指令范围所用的一切作为或不作为，卖方都将不承担任何责任。 第三条代理区域 本协议所指的代理区域是：________ (以下简称区域)。 第四条代理商品 本协议所指的代理商品是_________ (以下简称商品)。 第五条独家代理权 基于本协议授予的独家代理权，卖方不得在代理区域内，直接地或间接地，通过其他渠道销售、出口代理商品。代理商也不得在代理区域内经销、分销、或促销与代理商品相似或有竞争性的商品，也不能招揽或接受到区域外销售为目的订单。在本协议有效期内，对来自于区域内其他顾客有关代理商品的订单、询价，卖方都应将其转交给代理商。
第六条最低代理额和价格 在本协议有效期内，如果卖方通过代理商每所(12个月)从顾客处收到的货款总金额低于 _______ ，则卖方有权提前30天书面通知代理商解除本协议。 卖方应经常向代理商提供最低的价格表以及商品可以成交的条款、条件。 第七条订单的处理 在招揽订单时，代理商应将卖方成交的条件、合同的一般条款充分通知顾客，也应告知顾客任何合同的订立都须经卖方的确认。代理商应将其收到的订单立即转交给卖方，以供卖方选择是否接受订单。卖方有权利拒绝履行或接受代理商所获得的订单或订单的一部分，而代理商对于被拒绝的订单或其中的一部分，无任何佣金请求权。 第八条费用分担 除另有约定外，所有的费用和支出，如电讯费、差旅费以及其他有关商品销售的费用，都应由代理商承担。除此以外，代理商还应承担维持其办公处所、销售人员以及用于执行卖方中有关代理商的义务而发生的费用。 第九条佣金 卖方接受代理商直接获得的所有订单后，就应按商品净销售额的百分之_____，以______(货币)支付给代理商佣金。佣金只有在卖方收到顾客的全部货款后，每6个月支付一次，以汇付方式支付。 第十条商情报告 卖方和代理商都应按季度或按对方要求提供有关市场信息的报告，以尽可能促进商品的销售。代理商应向卖方报告商品的库存情况、市场状况及其他商业活动。 第十一条商品的推销 在代理区域内，代理商应积极地充分地进行广告宣传以促进商品的销售。卖方应向代理商提供一定数量的广告印刷品、商品样本、小册子以及代理商合理要求的其他材料。 第十二条工业权保护
英文销售合同模板 编号：no： 日期：date ： 签约地点：signed at： 卖方：sellers： 地址：address：邮政编码：postal code： 电话：tel：传真：fax： 买方：buyers： 地址：address：邮政编码：postal code： 电话：tel：传真：fax： 买卖双方同意按下列条款由卖方出售，买方购进下列货物： the sellers agrees to sell and the buyer agrees to buy the undermentioned goods on the terms and conditions stated below: 1 货号article no.
2 品名及规格description&specification 3 数量quantity 4 单价unit price 5 总值： 数量及总值均有_____%的增减,由卖方决定。 total amount with _____% more or less both in amount and quantity allowed at the sellers option. 6 生产国和制造厂家country of origin and manufacturer 7 包装：packing： 8 唛头：shipping marks： 9 装运期限：time of shipment： 10 装运口岸：port of loading： 11 目的口岸：port of destination： 12 保险：由卖方按发票全额110%投保至_____为止的_____险。 insurance：to be effected by buyers for 110% of full invoice value covering
SALES CONTRACT 销售合同 合同号Contract No: 签字日期Signing Date: The Buyer: Address: Tel： The Seller: Address: TEL: This Contract, made out by and between the Buyer and the Seller, whereby the Buyer agree to buy and the Seller agree to sell the under-mentioned commodity according to the terms and conditions stipulated below.(According to the practical price of invoice) 本合同由买方和卖方签订，根据下面规定的条款，买方同意购买并且卖方同意销售如下商品（根据发票的实际金额）。 2. COUNTRY OF ORIGIN AND MANUFACTURER: 原产地和制造商： 3.TRANSPORTATION: Marine refrigerated container transportation. 运输方式：海洋冷藏集装箱运输。 4. PACKING: To be packed by new strong wooden cases suitable for long distance ocean transportation and well protected against dampness, moisture, shock, rust and rough handling. The Seller shall be liable for any damage of the commodity and expenses incurred on account of improper packing and for any rust damage attributable to inadequate or improper protective measures taken by the sellers in regard to the packing. 包装：须用坚固的新木箱包装，适合长途海运，防湿、防潮、防震、防锈，防粗暴搬运。由于包装不良所发生的损失，或采用不妥善的防护措施而造成的任何锈损，卖方应负担由此而产生的一切费用和损失。 5. SHIPPING MARK: The Seller shall mark on each package with faceless paint the package number, gross weight, net weight, measurement and the wordings: "RIGHT SIDE UP", "HANDLE WITH CARE", "KEEP AWAY FROM MOISTUE", and the shipping mark. 卖方应在每件包装箱上用不褪色的油漆刷上箱号、毛重、净重、尺码和“勿倒置”，“小心轻放”，“防潮”等字样。
EXCLUSIVE AGENCY AGREEMENT 独家代理协议 No.: A-B-20120301 Place: **** City, China Date: Mar 1st, 2012 此协议是双方在平等互利基础上建立的，共同遵守下列条款. This Agreement is made among the parties concerned on the basis of equality and mutual benefits to develop business on terms and conditions mutually agreed upon as follows; 1. THE PARTIES CONCERNED 协议相关各方当事人 --Manufacturer: *************** Co., Ltd. (Herein after called Party A) Add: No ****************** City, ******* Pr., P. R. China 生产商: ************************* 有限公司(以下简称“甲方”) 地址：中国************省***************市**************号. --Exclusive Exporter: ********************************************** Co., Ltd. (called Party B) Add: No ********************Road, ********* District, **********, P. R. China 独家出口商: ***********************有限公司(以下简称“乙方”) 地址：*********市**********号 2、独家代理权的授予： Appointment of Exclusive Agent: 甲方正式委任乙方为其在华东地区的独家代理商，乙方接受甲方的委任。甲方同意不直接或间接以“SEVA”品牌、或与其他任何非乙方的第三方单位建立契约关系来销售（出口）甲方的所有以“SEVA”系列、“BBAB”系列及以后开发的新型产品系列***和其***产品到乙方代理区域。乙方
卖方(Seller)： 地址(Address)： 电话(Tel)：传真(Fax)： 电子邮箱(E-mail)： 买方(Buyer)： 地址(Address)： 电话(Tel)：传真(Fax)： 电子邮箱(E-mail)： 买卖双方经协商同意按下列条款成交： The undersigned Seller and Buyer have agreed to close the following transactions according to the terms and conditions set forth as below: 1. 货物名称、规格和质量（Name， Specifications and Quality of Commodity）: 详见本合同附件A (Detailed in Exhibit A ”Detailed List of Goods” to this Agreement) 2. 数量（Quantity）:详见本合同附件A (Detailed in Exhibit A ”Detailed List of Goods” to this Agreement) 3. 单价及价格条款（Unit Price and Terms of Delivery）:详见本合同附件A (Detailed in Exhibit A ”Detailed List of Goods” to this Agreement) 该价格不包含货物的增值税或销售税（如有的话）、运费及保险费。买方特此确认承担上述费用。
The price shall not include value-added tax or sales tax (if applicable) on the Goods， nor does it include shipping costs and insurance premiums. The Buyer hereby affirms that it shall bear the aforementioned costs. 除非另有明确约定，货物的价格以为计算单位。 Unless explicitly stipulated otherwise， the price of the Goods shall be calculated in Dollars. 4. 总价 (Total Amount): 5. 允许溢短装（More or Less）: %。 6. 装运期限（Time of Shipment）: 收到可以转船及分批装运之信用证天内装运。 Within days after receipt of L/C allowing transshipment and partial shipment. 7. 付款条件（Terms of Payment）: 买方须于前将保兑的、不可撤销的、可转让的、可分割的即期付款信用证开到卖方，该信用证的有效期延至装运期后天在中国到期，并必须注明允许分批装运和转船。 By Confirmed， Irrevocable， Transferable and Divisible L/C to be available by sight draft to reach the Seller before and to remain valid for negotiation in China until after the Time of Shipment. The L/C must specify that transshipment and partial shipments are allowed. 买方未在规定的时间内开出信用证，卖方有权发出通知取消本合同，或接受买方对本合同未执行的全部或部份，或对因此遭受的损失提出索赔。
英文销售合同_中英文对照销售合同范本英文销售合同_中英文对照销售合同范本(一) SALES CONTRACT 合同编号： Contract NO: 签订地点： Signed at: 签订日期： Date: 买方： The Buyers： 卖方： The Sellers： 双方同意按下列条款由买方售出下列商品：
The Buyers agree to buy and the Sellers agree to sell the following goods on terms and conditions as set forth below： (1)商品名称、规格及包装 (1)Name of Commodity ,Specifications and Packing (2)数量 (2)Quantity (3)单价 (3)Unit Price (4)总值 (4)Total Value (装运数量允许有 %的增减) (Shipment Quantity %more or less allowed) (5)装运期限：
(5)Time of Shipment： (6)装运口岸： (6)Port of loading： (7)目的口岸： (7)Port of Destination： (8)保险;由方负责，按本合同总值110%投保_____险。 (8)Insurance：To be covered by the___for 110% of the invoice value against_______. (9)付款：凭保兑的、不可撤销的、可转让的、可分割的即期有电报套汇条款/见票/出票____天期付款信用证，信用证以_____为受益人并允许分批装运和转船。该信用证必须在______前开到卖方，信用证的有效期应为上述装船期后第15天，在中国______到期，否则卖方有权取消本售货合约，不另行通知，并保留因此而发生的一切损失的索赔权。
Ref No.: HW-OESA-05SIL01 Through friendly negotiations, this Agreement is entered into between ……(Hereinafter called Party A), and ……(Hereinafter called Party B) on the following terms and conditions: (1)Party A entrust Party B with the OEM exclusive sales in the territory of I ndia for Party B’s own brand ……with white glue (If Party B’s own new brand impinges on any third party’s brand ownership right, Party B will responsible for all legal duty and compensation). This Agreement is valid from 1st Jan, 2010 to 31st Dec 2010. (2) Price: Party B tries to push sales energetically at the price quoted by Party A (……A Grade FOB Shanghai price at 2.7 USD/SQM). Each transaction is subject to Party A’s final confirmation. Party A will not increase prices until the period of this agreement. (3) Shipment:
编号：_______________本资料为word版本，可以直接编辑和打印，感谢您的下载 销售合同英文范本 甲方：___________________ 乙方：___________________ 日期：___________________
以下是关于〈〈销售合同英文范本》，供大家学习参考！ 销售合同 SALES CONTRACT 经双方确认订立本合同，具体条款如下： This sales Contract is madeout as per the following terms and conditions mutually confirmed by both parties : (1) 货物名称及规格Name of Commodity and Specifications (2) 数H Quantity (3) 单价Unit Price (4) 金额Amount (5) 交货日期及运输方式： Time of Delivery and Mode of Transportation : 卖方交货的义务以在上述交货日期前天收到买方按第九条的规定开出的信用证或预付款为条件.如按本合同条款 运输工具由买方选订，卖方将在上述交货日期将货物备好. However, the seller's obligation to deliver is conditional upon receipt from the Buyer of a letter of credit of advance payment in accordance with Clause 9 of this Contract days before the time of delivery stipulated hereof . If a
国际买卖合同范本（中英文对照版） 买方The Buyer: 地址Address Tel:Fax: 卖方The Seller: 地址：Address Tel:Fax: 本合同由买卖双方订立，根据本合同规定的条款，买方同意购买，卖方同意出售下述商品：This Contract is made by and between the Buyers and Sellers, whereby the Buyers agree to buy and the Sellers agree to sell the under-mentioned commodity according to the terms and conditions stipulated below: (1)货名及规格Commodity & Specification (2)数量Qty. (3)单价Unit Price (4)总价Total Amount (5)原产公司：COUNTRY OF ORIGIN : (6)装运期限：TIME OF SHIPMENT: (7)装运口岸：PORT OF SHIPMENT： (8)到货目的地：DESTINATION： (9)保险：INSURANCE： 由卖方按合同金额110％投保一切险和战争险 All Risks and War Risk for 110% contract value to be covered by the Seller. (10)运输方式：TERM OF SHIPMENT:空运By air (11)包装：PACKING： 须用坚固的新木箱包装，适合长途空运/陆运，防湿、防潮、防震、防锈、耐粗暴搬运。由于包装不良所发生的损失，由于采用不充分或不妥善的防护措施而造成的任何锈损、破损，卖方应负担由此而产生的一切费用和损失。包装箱内应包含一整套服务操作手册。卖方使用的木质包装应经薰蒸处理，并在木质包装表面标上清晰的IPPC标识。 To be packed in new strong wooden case(s) suitable for long distance air/land transportation and well protected from dampness, moisture, shock, rust and rough handling. The Sellers shall be liable for any damage to the goods on account of improper packing and for any rust damage and break damage attributable to inadequate or improper protective measures taken by the Sellers, and in such case or cases any and all losses and / or expenses incurred in consequence thereof shall be borne by the Sellers. One full set of service and operation manuals concerned shall be enclosed in the case(s). The wood packaging the Seller used shall be fumigated and marked with “IPPC”on the surface of wood packaging. (12)唛头：SHIPPING MARK: 卖方应在每件包装上，用不褪色油墨清楚地标刷件号、尺码、毛重、净重、“此端向上”、“小心轻放”、“切勿受潮”等字样，并刷有下列唛头:
销售合同 SALES CONTRACT No. 卖方: Seller: 买方: Buyer: 买卖双方均同意根据如下条款完成交易： Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to buy from Seller, as follows: 1商品 Remark:Five percent more or less of the quantity are allowed 2包装 Packing: 3唛头：无唛头 Shipment Marks:N/M 4装运期：收到定金后15天内发货 Time of Shipment:Within 15 days after deposit 5装运方式：海运 Means of Transportation:By Sea 6装运港： Port of Lording：
7付款方式：T/T预付30%，开证后三个工作日内付清全款。 Payment Terms:30% T/T in advance,70% T/T against the scan of B/L within 3 days 8不可抗力 对于制造或装船运输过程中可能产生的不可抗力而造成的迟交货或不能交货，卖方可以不承担责任。卖方应立即在不可抗力产生的十四日内将有关情况通知买方，并且卖方应用航空邮件将有关政府当局部门出具的证明不可抗力产生的文件寄送给买方。在此情况下，卖方仍应尽最大努力采取各种措施促使货物的发运。如果事故持续十周，买方有权取消该合同。 FORCE MAJEURE: The Sellers shall not be 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 transition. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers for their acceptance a certificate of the accident issued by the Competent Government Authorities where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract. 9仲裁 与此合同有关的争议应通过友好协商解决。如果协商无法解决，提交中国国际经济贸易仲裁委员会进行仲裁。按照申请仲裁时该会现行有效的仲裁规则进行仲裁。仲裁裁决是终局的，对双方均有约束力。仲裁费用由败诉方承担。ARBITRATION: Any dispute arising from or in connection with this Contract shall be submitted to China International Economic and Trade Arbitration Commission for arbitration which shall be conducted in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration.The arbitration award is final and binding upon both parties. Arbitration fee shall be borne by the losing party. 10本合同一式两份，双方各执一份，签字有效。 This contract has two identical copies, with each party holding one, contract becomes effective upon signing from both parties. 卖方买方 Seller Buyer 日期：年月日 Date:
国际销售独家代理合同协议（中英文对照） EXCLUSIVE AGENCY AGREEMENT 本协议系于______年______月______日，由当事人一方A、B、C公司按中国法律组建并存在的公司，其主营业地在_______(以下简称卖方) 与他方当事人X、 Y、 Z公司，按______国法律组建并存在的公司，其主营业地在______(以下简称代理商)所签订。 This Agreement is made and entered into this _____ day of _____ ,19 - by and between A.B.C.Co. Ltd. a corporation duly organized and existing under the laws of Peoples Republic of China,with it s principal place of business at ____ (hereinafter called Seller) and X.Y.Z.Co.Ltd. a corporation du ly organized and existing under the laws of ____,with its principal of business at ____(hereinafter called Agent). 双方一致同意约定如下： Whereby it is mutual agreed as follows: 第一条委任与接受 Article 1. Appointment 在本协议有效期内，卖方指定代理商为本协议第四条项下商品的独家代理商，在第三条所规定的区域内招揽顾客的订单。代理商同意并接受上述委任。 During the effective period of this Agreement. Seller hereby appoints Agent as its exclusive agent to solicit orders for products stipulated in Article 4 from customers in the territory stipulated in Art icle 3 and Agent accepts and assumes such appointment. 第二条代理商的义务 Article 2. Agents Duty 代理商应严格遵守卖方随时给予的任何指令，而且不得代表卖方作出任何担保、承诺以及订立契约、合同或作其他对卖方有约束力的行为。对于代理商违反卖方指令或超出指令范围所用的一切作为或不作为，卖方都将不承担任何责任。 Agent shall strictly conform with any and all instructions given by Seller to Agent from time to ti me and shall not make any representation,warranty,promise,contract,agreement or do any other act binding Seller. Seller shall not be held responsible for any acts or failures to act by Agent in exces s of or contrary to such instructions. 第三条代理区域 Article 3. Territory
P1/2 (original) 合同Contract No.____________________ CONTRACT Date: _____________________ Revised date:___________________卖方：地址 THE SELLER: TEL: FAX: 买方：地址 THE BUYER：TEL: FAX: 兹双方同意按下列条款由卖方出售，买方购进下列货物： (5)装运条款和交货期：于合同生效后___月___ 日前以海运形式送货到达______港口。 Delivery time(CIF___): After the order in effect via sea freight direct to______ , and arriving at____________。 最终目的地：____________ Final destination of Products: _______________ (6)付款条件: _________ ，___天内（以提单日期为准）付清货款。 Term of payment: By___ within ______ days after the B/L date. The seller’s bank informat ion Beneficiary: Bank Name: ACCOUNT: SWIFT NO.: ADD.: TO BE CONTINUED ON P.2/2
P2/2 Contract No. Date: The revised date: (7) 保险: 按发票金额110%保一切险及战争险（中国人民保险公司条款）。 Insurance : To be covered by the seller for 110% of invoice value against all risks and war risk as per the clause of the People’ Insurance Co. of China. (8) 品质与数量，重量的异议与索赔: 货到最终目的地后, 买方如发现货物品质及/货数量/重量与合同规定不符,除属于保险公司货船公司的责任外,买方可以凭双方同意的检验机构出具的检验证明向卖方提出异议,品质异议须于货到最终目的地起60天内提出,数量/重量异议须于货到最终目的地起30天内提出。 Quality /Quantity/Weight Discrepancy and Claim: In case the quality and /or quantity/weight are found by the Buyer not to conform with the contract after arrival of the goods at the final destination, the Buyer may lodge a claim against the seller supported by a survey report issued by an inspection organization agreed upon by both parties with the exception of those claims for which the insurance company and /or the shipping company are to be held responsible. Claim for quality discrepancy should be filed by the Buyer within 60 days after arrival of the goods at the final destination while for quantity / weight discrepancy claim should be filed by the Buyer within 30 days after arrival of the goods at the final destination. (9) 人力不可抗拒: 本合同内所述全部或部分商品，如因人力不可抗拒原因,使卖方不能履约或延期交货,卖方不负任何责任。 Force Majeure: The Seller shall not be held responsible for failure or delay in delivery of the entire or portion of the goods under this contract in consequence of any Force Majeure incidents. (10) 仲裁：凡执行本合同或与合同有关事项所发生的一切争执，应由双方通过友好方式协商解决。如果不能取得协议时，应提交中国国际贸易促进会委员会对外贸易仲裁委员会，根据该仲裁委员会的仲裁程序暂行规定进行仲裁，仲裁裁决是终局的，对双方都有约束力。仲裁费用除非仲裁另有决定外，均由败诉一方承担。 Arbitration: All disputes in connection with this Contract or the execution thereof shall be settled through friendly negotiations. If no settlement can be reached, the case shall then be submitted to the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade, Beijing, for settlement by arbitration in accordance with the Commission’s Provisional Rules of Procedure. The award rendered by the Commission shall be final and binding on both parties. The arbitration expenses shall be borne by the losing party unless otherwise award by the arbitration organization. (11) 其他要求： Other requirements: (12) 买方银行信息： The buyer’s bank information: THE SELLER: THE BUYER: ------------------------------------------------------ ------------------------------------------------------