Contracts / 机床进口合同

ORIGIN
正本

The Buyers: SHANGHAI MACHINE TOOL IMP. & EXP. CORP.
买方:上海机床进出口公司
ADD: 937 BEIJING ROAD (W) SHANGHAI, CHINA
PHONE:
FAX:
The Sellers:
卖方

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:
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:

(1) COMMODITY AND SPECIFICATIONS:
货名及规格:

(2) QUANTITY:
数量:

(3) UNIT PRICE:
单价:

(4) TOTAL AMOUNT:
总价:

(5) COUNTRY OF ORIGIN AND MANUFACTURERS:
生产国别和制造商:

(6) TIME TO SHIPMENT:
装运期限:

(7) PORT OF SHIPMENT:
装运口岸:

(8) PORT OF DESTINATION:
到货口岸:

(9) INSURANCE: To be covered by the Buyers.
保险:由买方投保。

(10) PACKING:
包装:
To be packed in new strong wooden case(s)/carton(s) suitable for long distance ocean transportation and well protected against 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 attributable to inadequate or improper protective measures taken by the Sellers, and in such case or any cases, all losses and expenses incurred in consequence thereof shall be borne by the Sellers.
须用坚固的新木箱/纸箱包装,适合长途海运、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,卖方应负担由此而产生的一切费用和损失。

(11) SHIPPING MARK:
唛头:
On the surface of each package, the package number, measurements, gross weight, net weight, the lifting positions, such cautions as “DO NOT STACK UPSIDE DOWN”. “HANDLE WITH CARE”, “KEEP AWAY FROM MOISTURE” and the following shipping mark shall be stenciled legibly in fadeless paint.
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”和“请勿受潮”等字样,并刷有下列唛头。

(12) TERMS OF PAYMENT:
付款条件:
a. Payment by L/C: One month before shipment, the Buyers shall establish with Bank of China, Shanghai an irrevocable L/C in favor of the Sellers, to be available against presentation in Shanghai of the shipping documents stipulated in Clause 13 hereof.
甲:信用证付款:在货物装运前一个月,买方应由上海中国银行开立以卖方为受益人的不可撤销的信用证,凭合同第13条甲项规定的装运单据交到上海(银行)后付款。
b. Payment by Collection: After delivery is made, the Sellers shall send through the Sellers’ bank a draft drawn on the Buyers together with the shipping documents specified in Clause 13 hereof the Buyers through the Buyers’ bank, the Bank of China, Shanghai, for collection.
乙:托收付款:货物装运后,卖方应将以买方为付款人的汇票连同本合同第13条甲项所列各种装运单据,通过卖方银行寄交买方银行即上海中国银行转交买方,并托收货款。
c. Payment by M/T: Payment to be effected by the Buyers not later than _ days after receipt of the shipping documents specified in Clause 13 hereof.
丙:信汇付款:买方收到本合同第13条甲项所列单据后,应于_天内信汇付款。

(13) DOCUMENT:
单据:
The Sellers shall present the following documents to the paying bank for negotiation/collection, or to the Buyers in case of payment by M/T:
甲:卖方应将下列单据提交付款银行议讨货款,如为信汇付款,下列单据应该寄买方:
① Full set of Negotiable Clean on Board Ocean Bills of lading marked “FREIGHT TO COLLECT” and made out to order, bland endorsed, and notifying the China National Foreign Trade Transportation Corporation at the port of destination.
全套可议付的洁净已装运海运提单,空白抬头,空白背书上,注明“运费到付”并通知到货口岸中国对外贸易运输公司。
② Parcel Post Receipt, including postage/Air Way Bill.
邮包收据注明邮费/空运提单。
③ Insurance Policy or Certificate, covering war risk and all risks including TPND, Breakage and leakage irrespective of percentage and indicating “In the event of loss or damage, request for survey upon arrival of the cargo at the port of destination be made to the China Commodity Inspection Bureau of that port”.
保险单或保险证明书注明投保战争险,一切险包括TPND,破碎,渗漏无百分比限制,并注明货物到达后尚发现残损情况,须向到货口岸之中国商品检验局申请检验。
④ Invoice on quintuplicate, indicating contract number and shipping mark.
发标五份,注明合同号。
⑤ Packing List in duplicate with indication of both gross and net weights, measurements and quantity of each item packed.
装箱单两份,注明毛、净重、尺码和所装物每项的品名数量。
⑥ Certificate of Quality and Quality/Weight and Testing Report, each in duplicate, issued by the manufacturers as specified in Item a of Clause 18 hereof.
按照本合同第18条甲项规定由制造厂签发的质量和数量/重量证明书及检验报告各两份。
⑦ A true copy of telex to advise the Buyers of shipment immediately the goods are loaded on ship as specified in Clause 15 hereof.
按照本合同第15条规定的货物装船后立即发给买方装运通知电传真实副本一份。
Within 10 days after shipment is effected, the Sellers shall prepare three sets, each comprising one copy each of the above mentioned documents with the exception of the telex shipping advice, one set to be air-mailed to the Buyers and the other two sets to the China National Foreign Trade Corporation at the port of destination.
乙:货物装运后十天内,除上述装运通知电传副本外,卖方应另外准备各种单据副本三套,以空邮将其中一套寄交买方,另外两套寄交到货口岸中国对外贸易运输公司。

(14) TECHNICAL DOCUMENTS:
技术资料:
a. One complete set of the following technical documents written in English shall be packed and dispatched together with each consignment:
甲:每次发货时,卖方就将下述英文技术资料一整套与货物一起装箱,运交买方:
① Foundation drawings;
基础图;
② Wiring instructions, diagrams of electrical connections and/or pneumatic and/or hydraulic connections;
布线说明,电气及/或气动及/或液压接线图;
③ Manufacturing drawings of easily worn parts;
易损零件制造图;
④ Spare parts catalogues;
零件目录;
⑤ Certificate of quality as stipulated in Item a of Clause 18 hereof;
第18条甲项规定的品质证明书;
⑥ Erection, operation, service and repair instruction books.
安装、操作和维修说明书。
b. _ months before shipment, the Sellers shall airmail to the Buyers two complete sets of the technical documents mentioned in points ①, ②, ③, ④, ⑤ and ⑥ under Item a of this Clause.
乙:交货前_个月,卖方应将本条甲项所列①,②,③,④,⑤,⑥各种技术资料两套,以空邮寄交买方。

(15) TERMS OF SHIPMENT:
装运条款:
a. For each shipment exceeding two metric tons in gross weight, the Sellers shall, 60 days before the date of shipment stipulated in Clause 6 hereof, advise the Buyers by fax/letter of the contract number, name of commodity, quantity, value, number of packages, gross weight and measurements and date of readiness at the port of shipment in order for the Buyers to book shipping space. For each shipment not over two metric tons in gross weight, the Sellers shall get in direct tough with the Buyers’ shipping agent at the loading port.
甲:每次发货如毛重超过两公吨,卖方应于本合同第6条规定的装运期60天前,将合同编号、商品名称、数量、价值、件数、毛重、尺码以及货物在装货口岸备妥日期函/电告买方,以便买方订舱。如毛重不超过两公吨,则卖方应与装货口岸装运代理人直接联系装运事宜。
b. Booking of shipping space for each shipment exceeding two metric tons in gross weight will be attended to by the Buyers, shipping agent, China National Chartering Corporation, Beijing, China with whom the Buyers shall keep in close contact in the matter of shipment. The Sellers shall keep in close contact with ZHONGZU’s shipment agent at the loading port.
乙:每次发货毛重超过两公吨时,其订舱事宜将由买方装运代理人北京中国租船公司代理,买方与该公司密切联系有关装运事宜,卖方则应与在装货口岸的中国租船公司装运代理人密切联系。
c. China National Chartering Corporation, Beijing, China, or their shipping agent at the loading port, will send the Sellers, 10 days before the estimated date of arrival of the carrying vessel at the port of shipment a preliminary notice indicating the name of vessel, estimated date of loading, contract number in order for the Sellers to arrange shipment. In case the carrying vessel previously designated is to be replaced by another vessel or in case the estimated date of arrival of the carrying vessel is to be advanced or postponed, the Buyers or their shipping agent shall advise the Sellers to that effect in time. Should the vessel fail to arrive at the port of loading within 30 days after the arrival date advised by the Buyers or their shipping agent, the Buyers shall bear the storage and fire insurance expenses incurred from the 31st day.
丙:北京中国租船公司或其港口代理人于估计承运船到达装货口岸日期10天以前,将船名、预计装船日期、合同编号初步通知卖方,以便卖方安排装运。事先指定的承运船如有变更,或其估计到达日期提前或延期时,买方或其装运代理人应及时通知卖方,如果该船未能于买方或其装运代理人所通知的到达日期后30天内到达装运口岸,则从第31天起货物的仓租和火灾保险费用应由买方负担。
d. The Sellers shall be liable for any dead freight or demurrage consequent upon their failure to have the goods ready for loading after the carrying vessel has arrived at the port of loading in time.
丁:承运船及时到达装货口岸时,如卖方未将货物备妥待装,因此而发生的空舱费和延滞费均应由卖方负担。
e. The Sellers shall bear all expenses and risks involved in the handing of the goods before they pass over the vessel’s rail and are released from the tackle, whereas all expenses involved in the handing of the goods after they have passed over the vessel’s rail and have been released from the vessel’s tackle shall be for the Buyer’s account.
戊:在货物越过船舷并从吊钩上卸下以前,所有在搬运中发生的一切费用和风险均由卖方负担。在货物越过船舷并从吊钩上卸下以后,所发生的一切费用均由买方负担。

(16) SHIPPING ADVICE:
装运通知:
Immediately the goods are completely loaded, the Sellers shall telex to notify the Buyers of the contract number, name of commodity, quantity, gross weight, invoiced value, name of the carrying vessel and the date of sailing. If any package is above 9 metric tons in weight, or over 3,400 mm in width, or over 2,350 mm on both sides in height, the Sellers shall advise the Buyers of the weight and measurements of such package. In case the goods are not insured in time owing to the Sellers having failed to give timely advice, any and all consequent losses shall be borne by the Sellers. In the case of dangerous goods, the Sellers shall telex to notify the Buyers and China National Foreign Trade Transportation Corporation at the port of destination of their nature and the method of handing them.
货物全部装船后,卖方应立即将合同编号、商品名称、数量、毛重、发票金额、船名和开航日期电告买方,如单件货物的重量超过9吨或宽度超过3400毫米,或两边高度超过2350毫米,则卖方应将该件重量和尺码告知买方。如由于卖方未及时将装运通知电告买方,以致货物未及时保险而发生的一切损失应由卖方负担。如货物系属危险品,卖方应将其性质及其处理办法电告买方和到货口岸中国对外贸易运输公司。

(17) GUARANTEE OF QUALITY:
质量保证:
The Sellers shall guarantee that the goods are made of best materials, with first class workmanship, brand new, unused and correspond in all respects with the quality, specifications and performance as stipulated in this contract. The Sellers shall also guarantee that the goods when correctly mounted and properly operated and maintained, will give satisfactory performance for a period of 12 months starting from the date on which the goods arrive at the port of destination.
卖方保证订货系用最上等的材料和头等工艺制成,全新,未曾用过,并完全符合本合同规定的质量、规格和性能。卖方并保证本合同订货在正确安装、正常使用和维修的情况下,自货物到达到货口岸之日起12个月内运转良好。

(18) INSPECTION AND CLAIMS:
检验和索赔:
a. The manufacturers shall, before making delivery, make a precise and comprehensive inspection of the goods as regards their quality, specifications, performance and quantity/weight and issue certificates certifying that the goods are in conformity with the stipulations of this contract. The certificates shall form an integral part of the documents to be presented to the paying band for negotiation/collection of payment but shall not be considered as final in respect of quality, specifications, performance and quality/weight. Particulars and results of the test carried out by the manufacturers must be shown in a statement to be attached to the said Quality Certificate.
甲:在交货以前,制造厂应就订货的质量、规格、性能、数量/重量作出准确和全面的检验,并出具货物和本合同规定相符的证明书,该证明书为议付/托收货款而应提交银行的单据的组成部分,但不得作为货物的质量、规格、性能和数量/重量的最后依据。制造厂应将记载试验的细节和结果的书面报告附在质量证明书内。
b. After arrival of the goods at the port of destination, the Buyers shall apply to the China Commodity Inspection Bureau (hereinafter called the Bureau) for a preliminary inspection of the goods in respect of their quality, specifications and quantity/weight. If any discrepancies are found by the Bureau regarding the specifications or the quantity/weight or both, except those for which either the insurance company or the shipping company is responsible, the Buyers shall, within 120 days after discharge of the goods at the port of destination, have the right either to reject the goods or to claim against the Sellers on the strength of the inspection certificate issued by the Bureau.
乙:货物到达到货口岸后,买方应申请中国商品检验局(以下简称为商检局)就货物的质量、规格和数量/重量进行初步检验。如发现到货的规格或数量/重量与合同不符,除应由保险公司或船务公司负责外,买方于货物在到货口岸卸货后120天内凭商检局出具之检验证书有权拒收货物或向卖方索赔。
c. Within the guarantee period stipulated in Clause 17 hereof should the quality and/or the specifications of the goods be found not in conformity with the contracted stipulations, or should the goods prove defective for any reasons, including latent defect or the use of unsuitable materials, the Buyers shall arrange for an inspection to be carried out by the Bureau and have the right to claim against the Sellers on the strength of the inspection certificate issued by the Bureau.
丙:在本合同第17条规定的保证期限内,如发现货物的质量及/或规格与本合同规定不符或发现货物无论任何原因引起的缺陷或使用不良的原料,买方应申请商检局检验,并有权根据商检证向卖方索赔。
d. Any and all claims shall be regarded as accepted if the Sellers fail to reply within 30 days after receipt of the Buyers’ claim.
丁:卖方收到买方索赔通知后,如果在30天内不答复,应视为卖方同意买方提出的一切索赔。

(19) SETTLEMENT OF CLAIMS:
索赔解决办法:
In case the Sellers are liable for the discrepancies and a claim is made by the Buyers within the period of claim or quality guarantee period as stipulated in Clauses 17 and 18 of this contract, the Sellers shall settle the claim upon the agreement of the Buyers in the following ways.
如货物不符合本合同规定应由卖方负责。同时买方按照本合同第17条和第18条的规定在索赔期限或质量保证期限内提出索赔,卖方在取得买方同意后,应按照下列方式理赔。
a. Agree to the rejection of the goods and refund to the Buyers the value of the goods so rejected in the same currency as contracted herein, and to bear all direct losses and expenses in connection therewith including interest accrued, bank charges, freight, insurance premium, inspection charges, storage, stevedore charge and all other necessary expenses required for the custody and protection of the rejected goods.
甲:同意买方退货,并将退货金额以成交原币偿还买方,并负担因退货而发生的一切直接损失和费用,包括利息、银行费用、运费、保险费、商检费、仓租、码头装卸以及为保管退货而发生的一切其他必要费用。
b. Devaluate the goods according to the degree of inferiority, extent of damage and amount of losses suffered by the Buyers.
乙:按照货物的疵劣程度,损坏的范围和买方所遭受的一切直接损失,将货物贬值。
c. Replace the defective goods with new ones that conform to the specifications, quality and performance as stipulated in this contract, and bear all expenses incurred to and direct losses sustained by the Buyers. The Sellers shall, at the same time, guarantee the quality of the replacement goods for a further period of 12 months as specified in Clause 17 of this contract.
丙:调换有瑕疵的货物。换货必须全新并符合本合同规定的规格、质量和性能。卖方并负担因此而产生的一切费用和买方遭受的一切直接损失。对换货的质量,卖方仍应按本合同第17条的规定,保证质量12个月。

(20) FORCE MAJEURE:
人力不可抗拒事故:
The Sellers shall not be held responsible for any delay in delivery or non-delivery of the goods due to Force Majeure. However, the Sellers shall advise the Buyers immediately of such occurrence and within fourteen days thereafter, shall send by airmail to the Buyers for their acceptance a certificate issued by the competent government authorities of the place 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 ten weeks, the Buyers shall have the right to cancel this contract.
由于人力不可抗拒事故,而卖方交货迟延或不能交货时,责任不在卖方。但卖方应立即将事故通知买方,并于事故发生后14天内将事故发生地政府主管机关出具事故证明书用空邮寄交买方为证,并取得买方认可。在上述情况下,卖方仍负有采取一切必要措施从速交货的责任。如果事故持续超过10个星期,买方有权撤销本合同。

(21) LATE DELIVERY AND PENALTY:
迟交和罚款:
In case of delayed delivery, except for force majeure cases, the Sellers shall pay to the Buyers for every week of delay a penalty amounting to 0.5% of the total value of the goods whose delivery has been delayed. Any fractional part of a week is to be considered a full week. The total amount of penalty shall not, however, exceed 5% of the total value of the goods involved in late delivery and is to be deducted from the amount due to the Sellers by the paying bank at the time of negotiation, or by the Buyers direct at the time of payment. In case the period of delay exceeds 10 weeks after the stipulated delivery date the Buyers have the right to terminate this contract, but the Sellers shall not thereby be exempted from the payment of penalty.
如延迟交货(除人力不可抗拒事故外),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10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,不得推诿或迟延。

(22) ARBITRATION:
仲裁:
All disputes in connection with this contract or the execution thereof shall be settled through friendly negotiations. In case no settlement can be reached through negotiations, the case should then be submitted for arbitration to the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade. The arbitration shall take place in Beijing and the decision rendered by the said Commission shall be final and binding upon both parties; neither party shall seek recourse to a law court or other authorities for revising the decision. The arbitration fee shall be borne by the losing part.
凡有关本合同或执行本合同而发生的一切争执,应通过友好协商解决。如不能解决,则应申请中国国际贸易促进委员会对外贸易仲裁委员会按照中国国际贸易促进委员会规定的仲裁程序暂行规定在北京进行仲裁。该仲裁委员会作出的裁决是仲裁,买卖双方均应受其约束,任何一方不得向法院或其他机关申请变更。仲裁费用由败诉一方负担。

(23) REMARKS:
附注:
This contract is made out in two original copies, one copy to be hold by each party in witness thereof.
本合同一式两份,买卖双方各执一份为证。