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合 同
Contract
编号 contract：
日期 Date:
买方(The Buyer)：
电话(T)：:
传真(F)
地址(ADD):
卖方(The Seller)：
电话(T)：:
传真(F)
地址(ADD):
商标(Brand):
生产地(Manufacture Place):
本合同由双方订立, 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 Buyer and the Seller, whereby the Buyer agrees to buy and the Seller agrees to sell the under-mentioned commodity according to the terms and conditions stipulated below.
1. 货名, 规格，数量及价格(Commodity, Specifications, Quantity and Price)：:
2. 发货期(Time of shipment): 在卖方收到买方定金之日起12个月内交货。 可分批发货。
Within 12 months the seller receives the earnest from the buyer. Partial delivery is allowed
3. 运输(Transport):卖方工厂交货，买方负责运输费用。EXW,the buyer is responsible for the transportation costs.
4. 到货口岸(Port of Destination): 中国上海港 ShangHai Port ,China
5. 保险(Insurance)：由买方自理，投保合同值100％的一切险。
The Buyer shall cover for 100percent of the contracted value against all risks.
6. 付款条件(Terms of Payment)：
1.买卖双方在签约后的30个工作日内，买方将预付发货总额的40%的预付款以电汇形式，余款60%在发货前10个工作日以信用证形式付清。
1) Within 30working days after the buyer and seller sign the contract, the buyer shall offer 40% prepayment of the total goods valued by T/T and pay off the rest of 60 % by L/C 10 working days before shipment date.
7. 装运通知(Shipping advice)：货物全部装船后,卖方应在72小时内将合同编号,商品名称,数量,毛重,发票金额,船名和装运日期, 发货港口,到货港口及提单号传真电告买方.
The Seller shall, within 72 hours upon the completion of the loading of the goods, advise by fax the Buyer of the contract No., commodity, quantity, invoiced value, gross weight, vessel name, date shipped on board, the port of loading, port of destination, invoice No., and B/L No. etc.
8. 装运单据(Shipping Documents)：
1) 通知买方已签署商业发票一式三份,注明合约号码,信用证号.
Signed commercial invoice in triplicate e indicating contract number and L/C No.
2) 装箱单/重量单一式三份, 注明每件包装的毛重, 尺码和装箱条件。
Packing list in triplicate indicating quantity/gross and net weight of each package
3) 制造厂签发的质量, 数量证明书三份.
Product technical data sheets and quantity issued by the Seller in triplicate.
4) 一份由卖方在装船后72小时内通知买方装船详情的传真复印件.(第九条装货通知)
Copy of fax to the Buyer advising particulars of shipment within 72 hours after shipment in triplicate. (Clause 9 shipping advice)
5) 原产地证一式二份。
Certificate of origin in duplicate.
9. 包装(packing): 按卖方国际出口标准
In accordance with the Seller’s international export standard.
10. 质量保证(Guarantee of quality):
卖方保证所定货物系用最上等的材料和头等工艺制成.全新,并完全符合本合同规定的质量, 规格和性能.按工厂生产的样品双方封存为准
The Seller shall guarantee that the commodity hereof is made of the best materials with first class workmanship, brand new, unused and complies in all respects with the quality and specification stipulated in the contract. The standard is according to factory samples which are
sealed up for keeping by both parties.
12 检验和索赔(Inspection and claims)：
在货物到达目的港的30天内，如发现货物的质量及规格与合同规定不符或发现货物无论任何原因引起的缺陷，包括内在缺陷或使用不良的原料，买方应申请商检局检验，并有权向卖方索赔。关于质量，卖方将保证货物在质量保证期内若发现质量缺陷、或使用的缺陷材料，买方应立即书面通知卖方并通过商检局开出的报告向卖方提出索赔。卖方应负责立即消除缺陷，除非收到卖方的许可和同意付费后买方才可自行处理。如卖方未能在收到索赔1个月内给予答复，可视为卖方接受了索赔。
Within 30 days after the goos reach the port of destination, the goods will be inspected by an international surveillance company (the name to be determined during meeting): and should the quality, specification, quantity be found not in conformity with the stipulation of the contract and standard product technical data sheets, except those claims for which the insurance company or the owners of vessel are liable, the surveillance company shall, on the strength of the authorization given by both parties, has the right to claim for replacement with new goods within one month. As regards quality, the Seller shall guarantee that if within the guarantee period, damages occur in the course of operation by reason of inferior quality, bad workmanship or the use of inferior materials. The Buyer shall immediately notify the Seller in writing and put forward a claim supported by inspection certificate issued by CIQ. The certificate so issued shall be accepted as the basis of a claim. The Seller, In accordance with the Buyer’s claim shall be responsible for the immediate elimination of the defect(s). Where necessary and only after receipt of Seller’s approval, the Buyer shall be at liberty to eliminate the defect themselves at the Seller’s expenses and with the Seller’s consent. If the Seller fail to answer the Buyer within one month after receipt of the aforesaid claim, the claim shall be reckon as having been accepted by the Seller
13. 不可抗力(Force majeure):
卖方将不对因如战争，地震和其它不可抗力所引起的迟交货或无法交货承担责任。但卖方应于14日内空邮立即通知买方。由事件所发地政府开出证明。然而。卖方仍有义务采取必要的措施抓紧交货。如事件持续超过 10星期。买方有权取消合同。买方同样也不承担因发生不可抗力时执行全部或部分合同的责任。
The Seller shall not be held responsible for the delay in shipment or non-delivery of the goods due to Force majeure (war, war-like operation, acts of God, riot, floods, earthquakes, and so on), which might be occurred during the process of manufacturing or in the course of loading or transit. The Seller shall advise the Buyer immediately of the occurrence mentioned above and within fourteen days thereafter the Seller shall send by airmail to the Buyer for their acceptance a certificate of the accident issued by the competent Government Authorities and/or Public Institutions where the accident occurs as evidence thereof. Under such circumstances the Seller, 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 Buyer shall have the right to cancel the contract.
14.迟交和罚款(Delayed delivery and penalty)：
如延迟交货除人力不可抗拒事故者外，卖方应付给买方每一星期按迟交货物总值的0.5%的迟交罚款，不足一星期的迟交日数作为一星期计算，此项罚款总额不超过全部迟交货物总值的5%，在议付货款时由银行代为扣除，或由买方在付款时进行扣除.如延迟交货超过原定期限十个星期时，买方有权终止本合同。但卖方仍应向买方缴付以上规定之罚款，不得推诿或延迟。
Should the Seller fail to make delivery on time as stipulated in the contract, with exception of Force Majeure causes specified in clause 14 of this contract, the Buyer shall agree to postpone the delivery on condition that the Seller agrees to pay a penalty which shall be deducted by the paying bank from the payment under negotiation. The penalty, however, shall not exceed 5 % of the total value of the contract. The rate of penalty is charged at 0.5% per week calculated on the amount of the current delivery of the goods involved in the late delivery. For every seven days or days less than seven days should be counted as seven days. In case the Seller fails to deliver ten weeks later than the time of shipment stipulated in the contract, the Buyer shall have the right to cancel the contract and the Seller in spite of the cancellation, shall still pay the aforesaid penalty to the Buyer without delay.
15. 仲裁(Arbitration)
有关本合同的所有争议应协商解决，如协商不成，将提请国际商会，商业仲裁委员会依据其仲裁准则仲裁，其决议对以上双方为最终裁定，任一方不得向其它法庭或机构获得追索权以修改 本裁定。仲裁费用由败诉方负担。发生仲裁时双方应该仍然执行未仲裁部分的合同条款
All disputes in connection with this contract or the execution thereof shall be amicably settled through negotiation. In case no settlement can be reached between the two parties, the case under dispute shall be submitted to the International Chamber of Commerce (ICC), for arbitration in accordance with its rules in effect at the time. The decision made by ICC shall be accepted as final and binding upon both parties. The arbitration fee shall be borne by the losing party unless otherwise awarded. During the arbitration, the two parties should still carry out partial contract terms which are not arbitrated.
16.备注(Remarks):并作为本合同构成部分。
本合同正本三份, 采用中, 英文书写. 假设有任何差异以英文为准。签字后, 买卖双方
持有一份，公证处一份。公证费用由双方共同承担。
The contract is made out in three originals in both Chinese and English .In case of any discrepancies ,the English version shall prevail .After signing of the contract .the Buyer keep one originals ,and the Seller keep one originals. Notary office keep one original.And the notarization fee shall be undertaken by two parties.
17．合同生效(The entry into force of the contract)：
本合同自双方负责人签字，签章并且公证之日起具备法律效力
This contract has the legal effect on the date that the people of two parties who is in charge of the contract sign ,seal and make a notarization.
买方：
The Buyer:
签名：
Signature：
签署日期：
Date：
卖方：
The Seller:
签名：
Signature：
签署日期：
Date：