销售合同(英文详版) (2012)
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SALES CONTRACT[Name of Buyer], a company established and existing in accordance with the laws of_____________________ ,with its registered address at________________ __ (herein after referred to as the “Buyer”)and[Name of Seller], a company established and existing in accordance with the laws ofthe People’s Republic of China, with its registered address at ____________________________________________ (herein after referred to as the “Seller”)Through friendly negotiation ,have signed this Contract on a basis of equal and mutual benefitand agreed to the terms and conditions stipulated below for _(Goods)__________.1.SCOPE OF SUPPLYOn the basis of this Contract, the Seller agrees to sell, and the Buyer agrees to buy, thegoods set forth in Appendix 1 (hereinafter referred to as “Goods”).2.SPECIFICATION AND QUALITY STANDARDSThe Specification and quality standards of Goods shall comply with technical drawing(s)and document(s) agreed by both parties; and sample(s) passing the quality test conductedby [name of the institution or party responsible for sample test].If the Buyer requests to test the sample(s) at the Seller’s premises, the Seller will reservethe right on deciding whether it is acceptable. If the Seller agrees to accept the aforesaidterm, the Buy er shall finish the testing within ______days (as of the date the Seller’ssending its decision on accepting the term), otherwise, the Buy er shall pay the Seller______% of the contract price as penalty and the Seller shall be exempt from deliverydelay responsibility. And all texts shall comply with _ .In case of discrepancies between the drawing(s)/document(s) and the sample(s), theSeller shall have right to tell which one has the priority.3.PRICE3.1The prices of Goods are set forth in Appendix 1. Unless otherwise stipulated herein, theprices of Goods shall be fixed within the term of this Sales Contract.3.2The price of Goods shall include all taxes or government fees levied on both parties inrelation to this Sales Contract, and also consist of packing costs, transportation costs, insurance premiums and all other expenses arising from the sale of such Goods.3.3The Seller and the Buyer may adjust the prices through consultation. Within theconsultation period, the prices stipulated herein shall continue to apply.4.DELIVERY4.1The delivery time of Goods are set forth in Appendix 1 of this Contract.4.2The delivery means and place of Goods shall bea) the place negotiated by both parties; orb) the works of the Seller, in case the Buyer fails to designate a place.4.3The title to the Goods shall be transferred to the Buyer when the Buyer has fullyperformed the terms of Payment stipulated in Article 7. The risk of damage to or loss of the Goods shall be transferred to the Buyer when such Goods are actually received by the Buyer.4.4If The Seller wishes to advance the delivery, the Buyer shall be cooperative to accept theGoods. If the Buy er approves an advanced delivery, all costs and risks arising out of or in connection with the advanced delivery shall be equally shared by both parties.5.PACKAGINGThe Seller shall appropriately package the Goods that it delivers to the Buy er. Packaging shall be suitable for long-distance transport, moisture-proof, waterproof, shockproof, rustproof, so as to prevent the Goods from being damaged by the corresponding factors and causing them to arrive safely and in good order at the delivery place. The damage caused by the packaging or transportation shall be finally confirmed by□the representatives of both parties □ a neutral third party jointly appointed by the Seller and the Buyer.6.INSPECTION AND ACCEPTANCE6.1The Buyer shall inspect the packaging of Goods immediately upon receipt of such Goods.Should the packaging be found in good order, the Buyer shall confirm the receipt of Goods by signing on the shipping document. Should the packaging be found damaged, the Buy er shall negotiate with the Seller to confirm the value of the damage and which party shall be responsible for the same.6.2The Buyer shall inspect the Goods within _________days after receipt of such Goods. Ifthere are any quality problems, the Buy er should bring forward to the Seller his objection and provide specific description on quality defects and evidences such as picture records within the aforesaid duration ,otherwise it will be regarded the Buyer waives his quality objection rights .The Buyer shall sign the entry sheet for Goods passing the inspection to confirm the acceptance of such Goods.6.3The Seller and the Buy er shall negotiate about the terms and conditions on accepting theGoods not complying with the specification and quality standards stipulated in Article 2. 7.PAYMENT7.1The Buyer shall make full payment to the Seller within 60 (sixty) days after the signaturedate of entry sheet or invoice date of this sales contract, subject to the earlier date.7.2The payment shall be made by any of the following means:Option: □ 7.2.1; □ 7.2.2; □ 7.2.3;Or the Seller and the Buyer may choose other means of payment, which may be stipulated as Appendix to this contract and will constitute a valid part of this Contract.7.2.1 100% T/T in advanceThe Buyer shall pay by T/T the total invoice value of the goods to the Seller’s bank account designated by the Seller or to the account indicated on the invoice, within ______days after the date when the Contract coming into force.7.2.2 _____% T/T, rest ____% paid before shipmentThe Buyer shall pay by T/T the ____% invoice value of the goods to the Seller’s bank account designated by the Seller or to the account indicated on the invoice, within______days after the date when the Contract coming into force, ____% invoice value of the goods shall be paid before shipment.7.2.3Letter of CreditThe Buy er shall pay by T/T the __20__% invoice value of the goods to the Seller’s bank account designated by the Seller or to the account indicated on the invoice, within______days after the date of the effect of the Contract. The remaining 80% of thecontract price, shall be paid by L/C before ______ (dd/mm/yy)and the L/C shall be inaccordance with the following terms:7.2.3.1 In case the Buy er fails to issue a Letter of Credit/pre-payment before the above-stipulatedtime, the Seller shall have the right to rescind this Contract, which shall be cancelled as of the date the Seller’s notice arriving at the Buy er’s address, or to require the Buy er to continually perform the Contract.7.2.3.2The contents of the L/C should be in conformity with the terms of the contract, otherwise, theseller is entitled to refuse to accept and require the buyer to amend the letter of credit. 8.QUALITY WARRANTY8.1The Seller represents and warrants all the Goods supplied by the Seller shall comply fullywith the specification of the Contract.Warranty period shall be [twelve(12) months] after the Goods taking into service; but not later than [eighteen (18) months] after delivery .The Seller warrants that all Goods are suitable for the specific use assigned to it, do not possess obvious defects, and shall keep good performance within the warranty period subject to proper installation, operation and maintenance.8.2Within the warranty period, the Seller shall provide the Buyer with correspondinginformation related with the operation, repair and maintenance of the Goods.9.SELLER’S LIABILITIES FOR B REACH OF CONTRACT9.1Shall the Seller fails to make delivery for any confirmed sales contract or sales contractdeemed as being accepted by the Seller, or rejects any contract signed by the two parties in accordance with this Contract, the Seller shall compensate reasonable losses caused to the Buyer by its non-delivery.9.2If the Seller is unable to deliver on time as stipulated in this Contract, the Buy er shall havethe right to require the Seller to reimburse the amount by which the price of the substitute product exceeds that of the Goods as stipulated herein.10.BUYER’S LIABILITY FOR BRE ACH OF CONTRACT10.1Shall the Buyer fails to perform the terms related to sample testing, inspection oracceptance within the duration stipulated herein, the Buyer shall compensate the Seller for the losses caused to the Seller by its default.10.2In case of late payment, the Buyer will pay the Seller penalty equal to ___0.1__% of thecontract price for every delayed day. The Seller reserves the rights to terminate the Contract if the delay exceeds 30 days after the deadline of payment.11.FORCE MAJEUREShould either party be prevented from performing its obligations under the Contract by Force Majeure, such as earthquake, typhoon, flood, fire, strike, war or major regulatory changes of the local or national Chinese law and other unforeseen events, and their happening and consequences are unpreventable and unavoidable (the “Force Majeure Event”), the prevented party shall notify the other party in writing without any delay, and within fifteen (15) days thereafter provide the detailed information of the Force Majeure Event and a valid document for evidence issued by the relevant public notary organization for explaining the reason of its inability to perform or delay the performance of all or part of this Contract. The parties shall, through consultations, decide whether to terminate the Contract or to partially perform the Contract or to delay the performance of the Contract according to the effects of the Force Majeure Events on the performance of this Contract.12.WAIVER OF RIGHTSThe failure of a party or the delay by a party to perform any right pursuant to this Contract shall not be deemed a waiver of such right by such party, and, likewise, any single or partial performance of any right shall not exclude additional or further performance of such rights.All rights and remedies pursuant to this Contract are cumulative, and not intended to exclude any other obtainable right or remedy.13.ASSIGNMENTNeither party shall assign this Contract in whole or in part without the prior written approval of the other party; provided, however, that such approval shall not be unreasonably withheld.14.ENTIRE CONTRACTThis Contract and any execution documents in accordance with this Contract constitute the entire Contract between the parties regarding the matters prescribed in this Contract, andshall supersede any previous discussion by the parties regarding these matters. Signed amendments of this Contract by the parties shall be valid only after such amendments have been set forth in writing.15.SEVERABILITYIf one or more provisions contained in this Contract or its appendices is determined to be invalid, illegal or unenforceable based on applicable laws, the validity, legality and enforceability of this Contract’s other provisions shall not in any way be influenced or impaired; however, in such a situation, the parties shall make all reasonable efforts to replace the invalid provision with a new, legal and valid provision.16.CONFIDENTIALITYData, drawings, specifications or other technical information in written form or any other form that either party to this Contract provides to the other party pursuant to this Contract shall not, under any circumstance, become the property of the recipient. A party shall only use the aforementioned information to perform its obligations pursuant to this Contract, and shall not copy the information, disclose it to any other party, or employ it in whole or in part for any other purpose. The provision of data, blueprints, specifications or other technical information shall not be construed as the granting, implicitly or expressly, of rights of any kind or a license in the Confidential Information, the know-how or industrial property rights to the recipient.ERNING LAWAccording to both parties' negotiation, if both parties' registration counties are the members of United Nations Convention on Contracts for the International Sale of Goods (CISG), the applicant law of this contract will be the convention, otherwise the applicant law will be Chinese law.18.DISPUTE RESOLUTION18.1 Both parties shall settle any problems arising in performing the contract through amicableconsultation.18.2 All disputes arising from or in connection with this Contract or any execution documentssigned in accordance with this Contract shall be submitted to the China International Economic and Trade Arbitration Commission (“CIETAC”), Shanghai Sub-Commission for arbitration by an arbitrator designated by both parties in accordance with CIETAC’s arbitration rules in effect at the time of applying for arbitration. If the parties are unable to arrive at an agreement on the appointment of an independent arbitrator within thirty daysafter the date one party submit a written proposal of arbitration, then the aforementionedarbitration commission shall issue a directive to appoint such arbitrator. The arbitraldecision shall be final and binding on both parties to the dispute. The defeated party shallbear all arbitration fees and reasonable legal fees incurred by the prevailing party.19.NOTICEAll notices issued pursuant to this Contract shall be in writing. Notices may be transmittedby person, by fax or by post. Notices shall be deemed received as of the times set forthbelow: on the day it arrives if transmitted by hand; on the date offset forth on thetransmission confirmation when transmitted by fax; and, if sent by post, ten working daysfrom the date the document is deposited into the mail box with prepaid airmail postage andan accurate address. The addresses to which the parties shall send notices are as follows:Buyer： [company name][notice address]Attention to: ___________________Seller: [company name][notice address]Attention to: ________________________A party may notify the other party of a change in notification address.20.TERM20.1This Contract come into effect upon duly signed by both parties and the duration is from ___ _ to _ .20.2The renewal of this Contract should be negotiated by both parties 1 month before its expiry.Both pa rties’ signatures are needed if they agree to renew the Contract. Should the partiesfail to confirm the renewal of this Contract by signature, the Contract shall terminateautomatically upon expiry.NGUAGESThis Contract shall be executed in English in two counterparts; each party shall hold one counterpart.AppendixThis Sales Contract includes the following appendices:Appendix 1: Scope of Supply and Delivery Time and prices.All appendices to this Sales Contract form an integral part of this Contract and have the same legal force as the body of the Sales Contract.IN WITNESS WHEREOF, this Contract is hereby signed by the authorized representatives of both parties on the date listed on the first page.For and on behalf of For and on behalf ofSeller：_______________ Buyer：_________________Signature： Signature：name： name：position： position：。
