销售合同

SALES CONTRACT

                                                   

                                                                                                                             

卖方：

The Seller：

Add                                                

买方(The Buyer)： 

Add:             

经双方确认订立本合同，具体条款如下：

This sales contract is made out as per the following terms and conditions mutually confirmed by both parties:

(5) 交货日期及运输方式 :

Time of delivery: within 30days after the deposit, four containers each month.

Mode of transportation： shipping from SHENZHEN CHINA to INCHEON KOREA

(6) 装运标记 :

Shipping marks: N/M

(7) 装运口岸 :                                             ( 8) 目的口岸 : 

Port of loading:    Shenzhen, China port                Port of destination: Incheon port, Korea

(9) 付款条件：                                           (10) 包装：Packing

Payment: 30% T/T in advance and balance payable against the copy of BL. Four containers each month.

备注：买方应根据卖方公司账户进行付款；如买方款项付到其它任何账户，卖方不承担任何责任。

Note: Buyer shall make a payment based on the seller’s account, if the buyer any amount paid to the other account, the seller does not bear any responsibility.                                        

(11) 附加条款：（本合同其他条款如与本附加条款有抵触时，以本附加条款为准。）

Supplementary conditions:  (Should any other clause in this contract be in conflict with the following supplementary conditions, the supplementary conditions should be taken as final and binding.)

(12) 品质/数量异议：如买方提出异议，凡属品质异议应于货到目的口岸之日起45天内提出，过期不予受理。对所装货物的任何异议属于保险公司，轮船公司，其他有关运输机构所负责者，卖方不负任何责任。理赔只限于卖方在收到买方所在地声誉良好的商检机构或商会出具的商品抽样检查报告，证明货物与合同不符后，对品质不符的货物按一比一更换或按照货物的疵劣程度和损坏的范围将货物贬值，对数量不符的货物给予补足。无论哪种情况下，卖方均不对货物的可销售性或适用性负责，也不对任何损失负责赔偿，包括但不仅限于直接的，间接的，附带的损失。

Quality/Quantity discrepancy: In case of quality discrepancy, claims shall be filed by the buyer within 45 day’s after the arrival of the commodity at the port of destination, while for quantity discrepancy, claims shall be filed by the buyer within 15 days after the arrival of the commodity at the port of destination. Otherwise no claim will be accepted. It is understood that the seller shall not be liable for any discrepancy of the commodity shipped due to causes for which the insurance company, other transportation organization or post office are liable. The settlement of such claims is restricted to replacement of the non-conforming commodity on a on e-to-one basis or devaluation of the commodity according to the degree of inferiority and extent of damage in case of quality discrepancy or supply for the sliertage case of quantity discrepancy after the seller has received an inspection report on the commodity by sampling issued by a reputable commodity inspection organization or chamber of commerce at the place where the buyer is located, certifying the non-conformity thereof. In no event shall the seller be held liable for the merchantability or fitness for any purpose, nor shall it have any liability or responsibility for damages of any kind whatsoever, including but not limited to any direct, indirect or collateral damages.

(13) 不可抗力: 如遇战争，内乱或罢工，地震，台风或火灾以及其他不可抗力的原因导致卖方就本合同所述的全部或部分货物不能按期装运或交货,卖方概不负责。

Force majeure:   In case of war, riot or strike, earthquake, typhoon or fire and in other cases of force majeure preventing the shipment within the time fixed, or the delivery, the seller shall not be held liable for failure or delay in delivery of the entire lot or a portion of the commodity under this contract.

(14) 仲裁：在执行本合同中所发生的或者与合同有关的一切争执，由双方协商解决。如果协商后仍不能解决的，应提请仲裁。仲裁地点在中国，由中国国际贸易促进会对外经济贸易仲裁委员会进行，根据该委员会的仲裁决定为最终决定，买卖双方都应服从，除仲裁委员会另有判定外，仲裁费用由败诉一方负担。

Arbitration:  Any or all disputes arising from or in connection with the performance of the contract shall be settled through negotiation by both parties failing which they shall be submitted for arbitration. The arbitration shall take place in China and shall be conducted by the foreign Economic and Trade Arbitration Commission of China Council for the promotion of international trade in accordance with the provisional rules of procedures of the said commission. The arbitration award shall be final and binding upon both buyer and seller. Unless otherwise awarded by the sail arbitration commission, the arbitration fees shall be borne by the losing party..

(15) 其他条款：a)本合同以中英文两种文字书就，两种文字的条款具有同等的法律效力

        b)除本合同另有规定外本合同使用的贸易术语依照国际商会<<20##年贸易术语解释通则>>及其补充本解释。

Other clauses:  a)This contract is made out Chinese and English, both versions being equally authentic.

        b)The trade terms used in this contract are governed by the provisions of “INCOTERMS 2000” and its supplements, unless otherwise expressly agreed upon in the contract.

卖方银行信息The Seller's Bank Information:

Payment: 30% T/T in advance and balance payable against the copy of BL

Advising bank: YUNNAN BRANCH, CHINA CONSTRUCTION BANK

Account No. : 53014000500221000794

Swift code: PCBCCNBJYNX

Beneficiary: YUNNAN TIANXIN TRADE CO., LTD

              

                买     方                              卖     方

THE BUYER:                 THE SELLER:

       

第二篇：货物销售合同英文

TABLE OF CONTENTS

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13. SALE AND PURCHASE .......................................................................................................... 1 PRICE ........................................................................................................................................ 1 PURCHASE PROCESS ............................................................................................................ 2 PAYMENT ................................................................................................................................ 3 DELIVERY ............................................................................................................................... 3 ALLOCATION OF DAMAGE RISK AND TITLE ................................................................. 4 GUARANTEE AND LIABILITY ............................................................................................. 5 COMPENSATION .................................................................................................................... 6 TERM OF THE CONTRACT AND TERMINATION ............................................................. 7 ENTIRETY ................................................................................................................................ 8 FORCE MAJEURE ................................................................................................................... 8 MISCELLANEOUS .................................................................................................................. 9 GOVERNING LAW .................................................................................................................. 9

APPENDIX 1 ........................................................................................................................................ 11

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.

1.1 SALE AND PURCHASE On 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”).

1.2 The 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.

2.1

2.2 PRICE The prices of the Goods are set forth in Appendix 1 of this Contract. 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.

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2.3 Unless explicitly stipulated otherwise, the price of the Goods shall be calculated in Hong

Kong Dollars.

3.

3.1 PURCHASE PROCESS When 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 Seller’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.

3.2 The 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.

3.3 The Seller shall be bound by the Purchase Order only after it has accepted the Purchase Order

in writing.

3.4 The 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.

3.5 In 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 Notification of Cancellation reaches the Seller before or at the same time the Purchase Order reaches the Seller. 2

4.

4.1 PAYMENT Where 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.

4.2 The 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.

4.3 If 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)

(b)

(c) Termination of this Contract; Suspend any further delivery of Goods to the Buyer; or 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.

5.1 DELIVERY The 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.

5.2 In 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.

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(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.

5.3 The Buyer shall pay the Seller all transport costs and insurance premiums incurred in

delivering the Goods.

6.

6.1 ALLOCATION OF DAMAGE/ RISK AND TITLE Under 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.

6.2 Title 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.

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6.3 The 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.

7.1 GUARANTEE AND LIABILITY The 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.

7.2 The 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.

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(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.

7.3 If 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.

7.4 In 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.

7.5 The 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.

8.

8.1 COMPENSATION Where 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.

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8.2 When 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.

9.1 TERM OF THE CONTRACT AND TERMINATION This 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.

9.2 Either 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.

9.3 Either 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;

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(b)

(c) The other Party declares bankruptcy, or initiates voluntary or compulsory liquidation; 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.

10.1 ENTIRETY This Contract shall supersede all other oral or written agreements or understandings

previously concluded between the Parties regarding the subject matter of this Contract.

11.

11.1 FORCE MAJEURE Where 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.

11.2 When a Party’s performance of its obligations pursuant to this Contract 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.

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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.

12.1 MISCELLANEOUS Any 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.

12.2 The 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.

12.3 If 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.

13.

13.1 GOVERNING LAW All aspects of this Contract shall be governed by and interpreted in accordance with the laws

of the People’s Republic of China. 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.

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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: ?

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APPENDIX 1

Serial Number Good Specification of Goods Price (HK$)

1. ?

2. ?

3.

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