上海兰迪律师事务所高级合伙人，律所常委，南开大学经济学学士， 华东政法大学法律硕士， 入选上海市法学会首批 “上海涉外法律人才库”，华东理工大学法学院兼职教授， 兰迪国际投资贸易部主任， 海南国际仲裁... 详细>>
SAMPLE TEXT OF CONTRACT FOR IMPORT OF GOODS
签约地点 (Signed at)：______________
The Buyer： 传真(Fax)：
The Seller ： 传真(Fax)：
The Buyer agrees to buy and the Seller agrees to sell the following goods on terms and conditions as set forth below：
Name of Commodity
Total Amount In Words:
_______% more or less allowed.
8.生产国别和制造厂商 Country of Origin and Manufacturers:
9.成交价格术语 Trade Term：
In this contract，all rights and obligations of both parties under agreed trade term shall be governed by the latest version of“INCOTERMS”.
10.运输方式 Shipped by：
11.装运口岸 Port of Loading：
12.目的口岸 Port of Destination：
13.装运期限 Time of Shipment：
Transshipment: □allowed □not allowed
Partial shipment: □allowed □not allowed
15.唛 头 Shipping Mark：
16.付款条件 Terms of Payment：
The Buyer shall pay 100% of the total invoice value by T/T remittance to the Seller not later than ______.
The Buyer shall open an irrevocable L/C at ____sight with _____(bank) in favor of the Seller prior to _____,indicating the L/C shall be valid in_______(country or region)for negotiation within ______days after the shipment date.
Documents against payment(D/P): The Buyer shall effect payment against the Seller’s documentary Bill of Exchange drawn at ____ sight on the Buyer,and the documents shall be delivered against payment.
Documents against acceptance(D/A): The Buyer shall duly accept the Seller’s documentary Bill of Exchange drawn at ____ sight on the Buyer,and the documents shall be delivered against the Buyer’s acceptance.
Cash on delivery(COD): The Buyer shall pay 100% of the invoice value to the Seller with _____days upon the receipt of the goods at the port of destination.
________shall insure ______for ______% of the invoice value and additionally insure______up to _______.
To facilitate the Buyers to check up all documents provided by the Seller should be made in a version identical to that used in this contract.
Complete set of Clean On Board Shipped bill of Lading made out to order, blank endorsed, notifying the__________at the port of destination. (if the price in this Contract is based on FOB, marked “freight payable at destination” or “freight as per charter party” if the price in this Contract is based on CIF, marked “freight prepaid”.)
Invoice：indicating contract number, shipping marks, name of carrying vessel, number of the Letter of Credit(if on terms of L/C) and shipment number in case of partial shipments.
Packing list and(or) Weight Memo: indicating contract number, shipping marks, gross and net weights of each package.
Certificates of Quality and Quality/Weight of the contracted goods issued by the manufacturers.
Insurance policy or certificate(if insurance covered by the Seller as per Clause 17 of this Contract):endorsed in blank.
Copy of advising shipment according to Clause 20 of this Contract.
The Seller shall, within _____days after shipment, send by airmail one set of aforesaid documents(except item F)directly to the Buyer and one set to the Buyer by Fax within _____hours after shipment.
19.装运条款 Terms of Shipment:
(1)FOB条款 Terms of FOB Delivery:
For the goods ordered in this Contract, the carrying vessel shall be arranged by the Buyer or the Buyer’s Shipping Agent. The Seller shall bear all the charges and risks until the goods are effectively loaded on board the carrying vessel.
The Seller shall advise the Buyer by fax/E-mail, and simultaneously advise the Buyer’ shipping agent at the loading port, _____days before the contracted time of shipment, of the contract number, name of commodity, quantity, loading port and expected date of arrival of the goods at the loading port, enabling the Buyer to arrange for shipping space.
The Buyer shall advise the Seller by cable, ____ days before the expected loading date, of name of vessel，the estimated loading date, quantity to be loaded, contract number, and shipping agent. The Seller shall then arrange with the shipping agent for loading accordingly. In case of necessity for substitution of vessel or alteration of shipping schedule, the Buyer or the shipping agent shall duly advise the Seller to the same effect.
In the event of the Seller’s failure in effecting shipment upon arrival of the vessel at the loading port, the losses, including dead freight, demurrage fines ect. thus incurred shall be for Seller’ account. If the vessel fails to arrive at the loading port within the laydays previously by the shipping agent, the storage charges and insurance premium from the _____ day after expiration of the free storage time at the port shall be borne by the Buyer.
(2)CIF和CFR条款 Terms of CIF and CFR Delivery:
The Seller shall effect shipment duly within the period of shipment at the port of shipment.
20.装运通知 Advice of shipment：
The Seller shall, upon completion of loading, within _______hours,advise immediately the Buyer by fax/E-mail of the contract number, name of commodity, number of package, gross and net weights, invoice value, name of vessel and loading date.
21.质量保证 Guarantee of Quality：
The Seller shall guarantees that the goods in all respects correspond with the quality, specifications and performance as stipulated in this Contract. The Seller shall also guarantee that the goods when correctly installed and properly operated and maintained, will give satisfactory performance for a period of ______ months starting from the date on which the goods arrive at the port of destination.
22.检验和索赔 Inspection and Claims:
After arrival of the goods at the port of destination, the Buyer have the right to apply to _________________________ (hereinafter as refered to the Institution) for inspection of the goods. If any discrepancies are found, except those for which either the insurance company or the shipping company is responsible, the Buyer shall, within ______days after discharge of the goods at the port of destination, be entitled to claim against the Seller with the Inspection Certificate issued by the Institution.
Within the guarantee period stipulated in Clause 21 hereof should the quality and(or) the specifications of the goods be found not in conformity with the contracted stipulations, the Buyer shall arrange for an inspection to be carried out by the Institution and have the right to claim against the Seller on the strength of the inspection certificate issued by the Institution.
23.迟交和赔偿 Delayed Delivery and Penalty：
In case of delayed delivery, except for Force Majeure cases, the Seller shall pay to the Buyer the______% of total invoice value of delayed goods every day as penalty. However, in any event,the total amount of penalty shall not, exceed ______% of the total value of the delayed goods. In case the period of delay exceeds ______days since the stipulated delivery date, the Buyer have the right to rescind this Contract but the Seller shall not thereby be exempted from the payment of the penalty.
24.不可抗力 Force Majeure：
Force Majeure:Neither the Seller nor the Buyer shall be held responsible for late delivery or non-delivery due to Force Majeure. However, the affected party shall inform the other party immediately of such incident and within _____days thereafter, shall send by airmail to the other party a certificate issued by a competent government authority or the chamber of commerce which is located at the place where the incident occurs as evidence thereof.Othewise, the affected party shall not be exempted from the responsibility of its non-acknowledgement or late acknowledgement.
Any dispute arising out of or in connection with this Contract shall be settled through negotiation and conciliation. Failing in reaching a settlement, the dispute shall be submitted to Shanghai Arbitration Commission for arbitration. It will be conducted in accordance with the Commission’s Arbitration Rules that are in effect at the time of applying for the arbitration( Place of arbitration: No.445,Jiangning Rd, Shanghai, Floor 6, Shimei Building A ).
26.法律适用 Applicable Law：
This Contract is governed by United Nations Convention on Contract for the International Sale of Goods.
This Contract is governed by the Laws of the People's Republic of China.
27.合同的补充与修改 Supplement and Modification:
During the performance of this contract, any mutually recognized correspondences between both parties (including but not limited to fax, E-mail, telex, telegram and letter) in respect of further negotiations on terms not involved in this Contract or making non-material modifications to the terms hereto, shall be considered effective to this Contract.
Where, after this contract becomes effective, both parties reach a consensus to make material modifications to the terms of this contract, an Amendment in writing shall be executed by both parties.
28.声明与保证 Representation and Warrants：
Each party is duly organized and registered and in good standing in its country or state as a company or business subject and has right and authority to enter into and perform this contract under its civil law.
Execution,delivery and performance of this contract for each party has been duly authorized by all necessary action.
This contract is written both in Chinese and English and the two versions are of the same legal effect. Where dispute occurs in the interpretation of the two versions, the Chinese version shall prevail.
30.附加条款 Additional Clause：
This contract is made out in copies, and it shall become effective upon signature or stamp of both parties.
买 方： 卖 方：
The Buyer： The Seller：
Authorized signature: Authorized signature：