Hunan International Trade & Development Corp., hereinafter called the Seller, agrees to sell and The Blacks Brother Import & Export Company , hereinafter called the Buyer , agrees to buy the under mentioned goods subject to the terms and conditions stipulated below:||湖南国际贸易发展有限公司，以下简称：卖方，同意向布莱克兄弟进出口公司，以下简称：买方，根据所订立的条款，出售以下货物：
1）Commodity: T-shirt||商品：T恤
2）Unit Price : USD 80 per dozen CFR Shanghai||价格：每打上海到岸价80美元
3）Specifications: S,M,and L equally assorted||规格：大、中、小号平均搭配
4）Quantity:2000dozens||数量：2000打
5）Total Value: USD160.000||总价值：160.000美元
6）Packing: half a dozen packed to a carboard box ,six dozens to a carton.||包装：每一纸皮盒装半打，每6打装一纸箱
7）Delivery: Within 50 days after the confirmation of the contract by both sides.||交货：合同经双方确认后，50天内
8）Insurance: To be arranged and covered by the Buyer||保险：由买方负责投保
9）Payment: Payment shall be effected against the following documents.||付款：凭以下单据支付：
a. Full set clean on board B/L ||a. 全套已装船清洁提单
b. Invoice one original and three copies||b. 保险单：正本一份，副本三份
c. Inspection Certificate on Quality issued by the China Commodity Inspection Bureau: one original and two copies.||c. 由中国商检局出具的检验证书：正本一份，副本两份
d. Certificate of Origin: one original and two copies.||d. 原产地证书：正本一份，副本两份
EFFECTIVENESS:||生效：
1）This contract shall become effective immediately after being signed by the two parties concerned.||本合同一经双方签字后，立即生效。
2）This contract is written in English and Chinese, both versions having the same force. Where there is not complete equivalence between the two versions the English version shall prevail.||本合同用中英文书写就，两个文本具有同等效力。如中英不完全对等，以英文为准。
3）This contract is written in two originals, one of which is held by each party.||本合同正本两份，双方各执一份。
THE SELLER||卖方
THE BUYER||买方
(signature) Bill Black||（签章）——比尔·布莱克
(signature)Chen Dong|（签章）陈东
ORIGINAL||正本
PURCHASE/SALES CONTRACT||购货/销售合同
Contract No.:||合同编号
Signing Date:||签约时间
Signing Place:||签约地点:
The contract is made by and between the buyers and the sellers; whereby the buyers agree to buy and the sellers agree to sell the under-mentioned goods subject to the terms and conditions as stipulated hereinafter:||兹经买卖双方同意按照以下条款由买方购进，卖方售出以下商品:
Name of Commodity and Specifications||商品名称及规格：
Quantity||数量：
Unit Price||单价：
Total Value||总值：
Packing||包 装：
Country of Origin & Manufacturer||生产国别及制造厂商
Terms of Payment||支付条款
After conclusion of business the Buyer shall open with the Bank of China, ______________________ ，an irrevocable letter of credit in favor of the Sellers payable at the issuing Bank against presentation of the shipping documents as stipulated under Clause of the Terms of Delivery of this Contract after departure of the carrying vessel . The said letter of credit shall remain in force till the day after shipment.||买方于成交后通过_______________中国银行开出以卖方为抬头的不可撤销的信用证，卖方在货物装船启运后凭本合同交货条款 所列单据在开证银行议付货款。信用证有效期为装船后 天止。
Insurance: To be covered by the Seller for 110 percent of the invoice value against War Risks and Strike Risk as per Institute Cargo Clauses.||8.保 险：由卖方根据货物协会条款投保一切险和战争险、罢工险，保险额为商业发票金额的110%。
Time of Shipment||装运期限
Port of Loading||起运港
Port of Destination||目的港
Shipping Mark||唛头
On the surface of each package, the package number ,measurements, gross weight, net weight, the lifting position, the above shipping mark and the wordings “FRAGILE”,“RIGHT SIDE UP”,“HANDLE WITH CARE” and “KEEP DRY” shall be stenciled with fadeless paint（For dangerous or poisonous cargo, the nature and the generally adopted symbol shall be marked conspicuously on each package）.在每个包装件的表面应用不褪色油漆清楚地刷上件号、尺寸、毛重、净重、起吊位置、合同唛头和“易碎品”、“向上”、“小心轻放”、“保持干燥”、等字样(如系危险或有毒货物，应按惯例在每件货物上明显刷出有关标记及性质说明)。
Remarks||说明
The contract is made per _________________ in two originals in English and Chinese. Each party keeps one original.||本合同根据————-_____________正本两份，用中英文书写就，双方各执一份。
The General Terms and Conditions on the back page constitute part of this Contract and shall be equally binding upon both parties.||列在合同反面的“一般交易条款和条件”对双方具有同等的约束。
contract||合同
contractor||订约人，承包人
subcontract||转包合同
to make a contract||签订合同
to place a contract||订合同
to sign a contract||签合同
to draft a contract||起草合同
to countersign a contract||会签合同
to repeat a contract||重复合同
an executory contract||尚待执行的合同
a nice fat contract||一个很有利的合同
originals of the contract||合同正本
copies of the contract||合同副本
Stipulate||规定，约定
It was stipulated that the goods should be delivered within three days.||按规定货物须在三日内送交。
Stipulation||规定、条款、条件
The stipulations in the relative L/C must strictly conform to the stated conditions in our sales confirmation.||相关信用证中的条款必须与销售确认书一致。
concern||涉及、关系到
The letter is chiefly concerned with export commodities.||这封信主要是关于出口商品的。
execute a contract||履行合同
confirm||确认，证实
We now confirm our acceptance of your quotation.||现在我方确认接受贵方的报价。
The offer is subject to our final confirmation.||报盘以我方最终确认为有效。
1. We’ll prepare the contract according to the result of our discussion. To avoid any possible mistakes, may I repeat what we have agreed upon? ||我们根据谈判的结果起草了合同。为了避免可能出错，我是否可以重复一下我们已达成的条款？
2. Before we sign the contract, let’s check the terms and conditions of the contract once more so as to avoid any disputes over some minor details in the future. ||在我们正式签署合同之前，让我们再来核对一下有关条款，以免日后对一些不重要的细节问题发生争议。
3. Enclosed please find our Sales Contract No. in duplicate for your counter-signature. Please sign and return one copy to us for our records as soon as possible. ||随函附上我方 号合同一式两份，请会签后尽快寄回一份供我方备案。
4. If one party fails to comply with the terms of the contract, the other party is entitled to terminate the contract. ||假如一方不能遵守合同条款，另一方有权终止合同。
5. The contract is made out in English and Chinese languages in quadruplicate, both texts being equally authentic, and each Party shall hold two copies of each text. ||本合同用英文和中文两种文字写成，一式四份。双方执英文本和中文本各一式两份，两种文字具有同等效力。
前言（Preamble）
定义（Definitions）
有效期(Term)
不可抗力(Force Majeure)
修订 (Modification)
损害赔偿（Indemnification）
通知 (Notice)
转让(Assignment)
责任限制(Limitation of Liability)
争议解决(Disputes)
付款(Payment)
合同终止(Termination)
内容保密(No publicity)
完整合同 (Entire Agreement)
效力瑕疵(Severability)
语言(Language)
法律适用(Governing Law)
弃权(Waiver)
歧义(Ambiguities)
签署 (Signatures)
外贸合同样本
售货合同 SALES CONTRACT
合同编号(Contract NO)：CGC001
签订日期(Date)：July 21,1999
签订地点(Signed at)：Beijing,China
买方(The Buyer)：Tiger International LLC
ADD: Postal Code:
TEL: FAX:
卖方(The Seller)：Beijing ssvan tech Co.
Add: 45B,XIWUDAOKOU,HAIDIAN DISTRICT,BEIJING,P.R. CHINA
TEL: FAX: 86-10-
买卖双方同意按下列条款由卖方售出，买方购进下列商品：
The Buyer agrees to buy and the Seller agrees to sell the following goods on terms and conditions as set forthstated below：
(1)货号 Article No.
(2)商品名称、规格 Name of Commodity&Specifications
(3)数量 Quantity
(4)单价 Unit Price
(5)总值 Total Value
Fresh Water Cultured Pearls
170KG(net)
USD50.00
USD8500.00
(6)生产国和制造国家 Country of Origin and Manufacturer
(7)包装：Packing:
(8)装运期限：不晚于2003年8月20日 Time of Shipment：no later than Aug.20.1999
(9)装运口岸：北京机场 Port of loading：BEIJING AIRPORT, CHINA
(10)目的口岸：美国纽约JFK国际机场
Port of Destination：JFK(JOHN F.KENNEDY) INTERNATIONAL AIRPORT,NEW YORK CITY,U.S.A
(11)保险: 由___方负责，按本合同总值110%投保_____险。
Insurance：To be covered by the___for 110% of thefull invoice value against_______.
(12)付款：凭保兑的、不可撤销的、可转让的、可分割的即期有电报套汇条款/见票/出票____天期付款信用证，信用证以_____为受益人并允许分批装运和转船。该信用证必须在______前开到卖方，信用证的有效期应为上述装船期后第15天，在中国______到期，否则卖方有权取消本售货合约，不另行通知，并保留因此而发生的一切损失的索赔权。
Terms of Payment：By confirmed, irrevocable, transferable and divisible letter of credit in favour of _____payable at sight with TT reimbursement clause/___days’/sight/date allowing partial shipment and transshipment. The covering Letter of Credit must reach the Sellers before _____and is to remain valid in _____.China until the 15th day after the aforesaid time of shipment, failing which the Sellers reserve the right to cancel this Sales Contract without further notice and to claim from the Buyers for losses resulting therefrom.
[买方须于**年**月**日将保兑的，不可撤消的，可转让可分割的即期信用证开到卖方。信用证议付有效期延至上列装运期后15天在中国到期，该信用证中必须注明允许分运及转让。
By confirmed,irrevocable,transferable and divisible L/C to be available by sight draft to reach the sellers before**/**/**and to remain valid for negotiation in China until 15 days after the aforesaid time of shipment.Tje L/C must specify that transhipment and partial shipments are allowd.]
(13)商品检验：以中国________所签发的品质/数量/重量/包装/卫生检验合格证书作为卖方的交货依据。
Inspection：The Inspection Certificate of Quality / Quantity / Weight / Packing / Sanitation issued by_______of China shall be regarded as evidence of the Sellers’ delivery.
(14)装运唛头： Shipping Marks：
其他条款： OTHER TERMS：
1. 异议：品质异议须于货到目的口岸之日起30天内提出，数量异议须于货到目的口岸之日起15天内提出，但均须提供经卖方同意的公证行的检验证明。如责任属于卖方者，卖方于收到异议20天内答复买方并提出处理意见。
Discrepancy：In case of quality discrepancy, claim should be lodged by the Buyers within 30 days after the arrival of the goods at the port of destination, while for quantity discrepancy, claim should be lodged by the Buyers within 15 days after the arrival of the goods at the port of destination. In all cases, claims must be accompanied by Survey Reports of Recognized Public Surveyors agreed to by the Sellers. Should the responsibility of the subject under claim be found to rest on the part of the Sellers, the Sellers shall, within 20 days after receipt of the claim, send their reply to the Buyers together with suggestion for settlement.
2. 信用证内应明确规定卖方有权可多装或少装所注明的百分数，并按实际装运数量议付。（信用证之金额按本售货合约金额增加相应的百分数。）
The covering Letter of Credit shall stipulate the Sellers’s option of shipping the indicated percentage more or less than the quantity hereby contracted and be negotiated for the amount covering the value of quantity actually shipped. (The Buyers are requested to establish the L/C in amount with the indicated percentage over the total value of the order as per this Sales Contract.)
3. 信用证内容须严格符合本售货合约的规定，否则修改信用证的费用由买方负担，卖方并不负因修改信用证而延误装运的责任，并保留因此而发生的一切损失的索赔权。
The contents of the covering Letter of Credit shall be in strict conformity with the stipulations of the Sales Contract. In case of any variation there of necessitating amendment of the L/C, the Buyers shall bear the expenses for effecting the amendment. The Sellers shall not be held responsible for possible delay of shipment resulting from awaiting the amendment of the L/C and reserve the right to claim from the Buyers for the losses resulting therefrom.
4. 除经约定保险归买方投保者外，由卖方向中国的保险公司投保。如买方需增加保险额及/或需加保其他险，可于装船前提出，经卖方同意后代为投保，其费用由买方负担。
Except in cases where the insurance is covered by the Buyers as arranged, insurance is to be covered by the Sellers with a Chinese insurance company. If insurance for additional amount and /or for other insurance terms is required by the Buyers, prior notice to this effect must reach the Sellers before shipment and is subject to the Sellers’ agreement, and the extra insurance premium shall be for the Buyers’ account.
5. 因人力不可抗拒事故使卖方不能在本售货合约规定期限内交货或不能交货，卖方不负责任，但是卖方必须立即以电报通知买方。如果买方提出要求，卖方应以挂号函向买方提供由中国国际贸易促进委员会或有关机构出具的证明，证明事故的存在。买方不能领到进口许可证，不能被认为系属人力不可抗拒范围。
The Sellers shall not be held responsible if they fail, owing to Force Majeure cause or causes, to make delivery within the time stipulated in this Sales Contract or cannot deliver the goods. However, the Sellers shall inform immediately the Buyers by cable. The Sellers shall deliver to the Buyers by registered letter, if it is requested by the Buyers, a certificate issued by the China Council for the Promotion of International Trade or by any competent authorities, attesting the existence of the said cause or causes. The Buyers’ failure to obtain the relative Import Licence is not to be treated as Force Majeure.
6. 仲裁：凡因执行本合约或有关本合约所发生的一切争执，双方应以友好方式协商解决；如果协商不能解决，应提交中国国际经济贸易仲裁委员会，根据该会的仲裁规则进行仲裁。仲裁裁决是终局的，对双方都有约束力。
Arbitration：All disputes arising in connection with this Sales Contract or the execution thereof shall be settled by way of amicable negotiation. In case no settlement can be reached, the case at issue shall then be submitted for arbitration to the China International Economic and Trade Arbitration Commission in accordance with the provisions of the said Commission. The award by the said Commission shall be deemed as final and binding upon both parties.
7. 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 Condition(s)(Should the articles stipulated in this Contract be in conflict with the following supplementary condition(s)，the supplementary condition(s)should be taken as valid and binding.)
销售确认书（2）
SALES CONFIRMATION
合同号：
Contract No.：
曰期：
Date:
签约地点：
Signed At:
卖方：
Sellers:
地址：
Address:
传真：
Fax:
买方：
Buyers:
地址：
Address:
传真：
Fax:
兹买卖双方同意成交下列商品订立条款如下：
The undersigned Sellers and Buyers have agreed to close the following transactions according to the terms and conditions stipulated below:
1.货物名称及规格
Name of Commodity and Specification2. 数量
Quantity3. 单价
Unit Price4.金额
Amount5.总值
Total Value
数量及总值均得有 %的增减，由卖方决定。
With % more or less both in amount and quantity allowed at the Seller’s option.
6. 包装：
Packing：
7.装运期限 ：□ 收到可以转船及分批装运之信用证 天内装 出。
Time of Shipment:□ Within days after receipt of L/C allowing transhipment and partial shipment.
8. 装运口岸：
Port of Loading:
9. 目的港：
Port of Destination:
10.付款条件：□ 开给我方100%不可撤销即期付款及可转让可分割之信用证，并须注明可在上述装运曰期后15天内在中国议付有效。
Terms of Payment:□ By 100% confirmed, Irrevocable, Transferable and Divisible Letter of Credit to be available by sight draft and to remain valid for negotiation in China until the 15th day after the aforesaid Time of Shipment.
11.保险：□ 按中国保险条款，保综合险及战争险（不包括罢工险）。
Insurance:□ Covering all risks and war risk only (excluding S.R.C.C.) as per the China Insurance Clauses.
□ 由客户自理。
□ To be effected by the buyers.
12. 装 船 标 记：
Shipping Mark:
13. 双方同意以装运港中国进出口商品检验局签发的品质的数量（重量）检验证书作为信用证项下议付所提出单据的一部分。买方有权对货物的品质和数量（重量）进行复验，复验费由买方负担。如发现品质或数量（重量）与合同不符，买方有权向卖方索赔。但须提供经卖方同意的公证机构出具之检验报告。
It is mutually agreed that the Inspection Certificate of Quality (Weight) issued by the China Import and Export Commodity Ispection Bureau at the port of shipment shall be part of the documents to be presented for negotiation under the relevant L/C. The buyers shall have the right to reinspect the Quality and Quality (Weight) of the cargo. The
reinspection fee shall be borne by the Buyers. Should the Quality and/or Quantity (Weight) be found not in conformity with that of the contract, the Buyers are entitled to lodge with the Sellers a claim which should be supported by survey reports issued by a recognized Surveyer approved by the Sellers.
14. 备注
REMARKS：
(1) 买方须于 年 月 曰前开到本批交易的信用证（或通知售方进口许可证号码），否则，售方有权不 经通知取消本确认书，或接受买方对本约未执行的全部或一部，或对因此遭受的损失提出索赔。
The buyers shall have the covering Letter of Credit reach the Sellers (or notify the Import. License Number)before ________ otherwise the Sellers reserve the right to rescind without further notice or to accept whole or any part of this Sales Confirmation not fulfilled by the Buyers, or to lodge a claim for lossees this sustained of any.
(2) 凡以CIF条件成交的业务，保额为发票的110%， 投保险别以本售货确认书中所开列的为限，买方要求增加保额或保险范围，应于装船前经售方同意，因此而增加的保险费由买方负责。
For transactions concluded on C.I.F.basis it is undrstood that the insurance amount will be for 110% of the invoice value against the risks specified in the Sales Confirmation. If additional Insurance amount of coverage is required, the buyers must have the consent of the Sellers before Shipment and the additional premium is to be borne by the buyers.
(3) 品质数量异议：如买方提出索赔，凡属品质异议须于货到目的口岸之曰起3个月内提出，凡属数量异议须于货到目的口岸之曰起15在内提出，对所装运物所提任何异议属于保险公司、轮船公司及其他有关运输机构或邮递机构所负责者，售方不负任何责任。
QUATLITY/QUANTITY DISCREPANCY: In case of quality discrepancey, claim should be filed by the Buyers within 3 months after the arrival of the goods at port of destination, while of quantity discrepancy, claim should be filed by the Buyers within 15 days after the arrival of the goods at port of destination. It is understood that the Sellers shall not be liable for any discrepancy of the goods shipped due to causes for which the Insurance Company, Shipping company, other transportation, organization/or Post Office are liable.
(4) 本确认书所述全部或部分商品，如因人力不可抗拒的原因，以致不能履约或延迟交货，售方概不负责。
The Sellers shall not be held liable for failure or delay in delivery of the entire lot or a portion of the goods under this Sales Confirmation on consequence of any Force Majeure incidents.
(5) 买方开给售方的信用证上请填注本确认书号码。
The buyers are requested always to quote THE NUMBER OF THIS SALES CONFIRMATION in the Letter of Credit to be opened in favour of the Sellers.
(6) 仲裁： 凡因执行本合同或与本合同有关事项所发生的一切争执， 应由双方通过友好的方式协商解决。 如果不能取得协议时，则在被告国家根据被告仲裁机构的仲裁程序规则进行仲裁。仲裁决定是终局的，对双方具有同等约束力。仲裁费用除非仲裁机构另有决定外，均由败诉一方负担。
Arbitration: All disputes in connection with this Contract or the execution thereof shall be settled by negotiation between two parties. If no settlement can be reached, the case in dispute shall then be submitted for arbitration in the country of defendant in accordance with the arbitration regulations of the arbitration organization of the defendant country. The decision made by the arbitration organization shall be taken as final and binding upon both parties. The arbitratio expenses shall be borne by the losing party unless otherwise awarded by the arbitration organization.
(7) 买方收到本售货确认书后立即签回一份，如买方对本确认书有异议，应于收到后5天内提出，否则认为买方已同意本确认书所规定的各项条款。
The Buyers are requested to sign and return one copy of this Sales Confirmation immediately after receipt of the same. Objection, if any, should be raise by the Buyers within five days after the receipt of this Sales Confirmation, in the absence of which it is understood that the Buyers have accepted the terms and conditions of the Sales Confirmation.
SALES CONTRACT ( ORIGINAL )
Contract No. Date: Signed at:
Sellers:
Address:
Tel: Fax: E-mail:
Buyers:
Address:
Tel: Fax: E-mail:
约首： This Sales Contract is made by and between the Sellers and the
Buyers whereby the Sellers agree to sell and the Buyers agree to buy the
under-mentioned goods according to the terms and conditions stipulated be
low:
Name of the commodity, Specifications, Packing term Quantity Unit price Total Amount
White Rice, Long-shaped
Broken Grains ( max.)
25% Admixture ( max.)
0.25% Packed in gunny
bags of 50 kilos each
1 000 M/T USD 200 per M/T CIF New York Two hundred thousand US Dollars only
Shipment 3% more or less at Seller’s option and the price shall be calculated according to the unit price
唛头： Shipping Mark
To be designated by the Sellers / At the Sellers’ option.
保险条款： Insurance
在FOB, CFR 合同下，保险条款可订为：
Insurance to be covered by the Buyer.
在CIF 合同下，保险条款可订为：
Insurance to be covered by the Sellers for 110% of the invoice value against W.P.A / All Risks / War Risk including shortage in weight as per and subject to the Ocean Marine Carge Clauses of the People’s Insurance Company of China dated Jan. 1, 1981. If other coverage or an additional insurance is required, the Buyers must have the consent of the Sellers before shipment, and the additional premium is to be borne by the Buyers.
装运条款： Shippment
Time of Shipment: during Feb./Mar. 2005 in two equal monthly lots
Port of loading / shipment :
Port of destination :London. Transhipment at HongKong allowed.
The carrying vessel shall be provided by the sellers. Partialshipment and transshipment are allowed. After loading is completed, the seller shall notify the buyers by cable of the contract number, name of commodity, name of the carring vessel and date of shipment.
付款条件： Terms of Payment
The Buyers shall open with a acceptable to the Sellers an Irrevocable Sight Letter of Credit to reach the Sellers 30 days before the month of shipment, valid for negotiation in China until the 15th day after the month of shipment. ( Export )
By Irrevocable Letter of Credit for 90% the total invoice value of the goods tb be shipped, in favour of the Sellers, payable at the issuing bank against the Sellers’ draft at sight accompanied by the shipping documents stipulated in the Credit. The balance of 10% of the proceeds is to be paid only after the goods have been inspected and approved at the port of destination. ( Import )
By confirmed, irrevocable Letter of Credit in favor o9f the Sellers payable at sight against Presentation of shipping documents in China , with partial shipments and transshipment allowed. The covering Letter of Credit must reach the Sellers 15 days before the contracted month of shipment6 and remain valid in the above loading port until the 15th day after shipment , failing which the Sellers reserve the right to cancel the contract without further notice and to claim against the Buyers for any loss resulting there from.
To be effeced by documentary draft under D / A terms.
Payment shall be made by documentary draft to be payable under D / P terms.
交货条件： Delivery Terms
Certificates of Quality, Quantity, Weight and Qrigin are required. The Buyers have the right to have the goods re—inspected by the Guangzhou Entry—Exit Inspection and Quarantine Bureau of the People’s Republic of China at the prt fo discharge. The relevant Inspection Certigficates may serve as the basis of any claim to be lodged by the Buyers against the Sellers.
检验条款： Commodity Inspection
It is mutually agreed that he Certificate of Quality and Weight issued by——( eg: China Entry-Exit Inspection and Quarantine Bureau ) / surveyor at the port of shipment shall be ( taken as the basis of delivery. ) / part of the documents to be presented for negotiation under the relevant weight of the cargo. The re—inspection fee shall be borne by the Buyer. The claim with the cargo, if any, shall be lodged to the Seller within ——-days after arrival of the cargo at the port of destination.
索赔条款： Discrepancy and Claim
Any claim by the Buyers regarding the cargo shall be supported by survey report issued by a surveyor approved by the Seller and lodged within 45 days after the arrival of the cargo at the port of destinaton. The Seller will not consider claims in respect of matters within responsibility of insurance company or shipping company.
Should the Seller fail to make delivery on time, the buyer shall agree to postpone the delivery on the conditon that the Seller agrees of pay a penalty which shall be deducted by the paying bank at the time of payment. The rate of penalty is charged at 0.5% of the total value of the cargo whose delivery has been delayed for every week, odddays less than a week should be counted as a week. But the total amount of penalty shall not exceed 5% of the total value of the cargo involved in the late delivery. In case the Seller fail ot make delivery 10 weeks later than the time of shipment stipulated on the contract, the Buyer shall havbe the right to cancel the contract and the Seller shall still pay the aforesaid penalty to the Buer without delay.
Quality / Quantity Discrepancy and Claim:
In case the quality and/or quantity / weight are found the Buyers to be not in conformity with the Contract after arrival of the goods at the port of destination, the Buyers may lodge claim with the Sellers supported by survey report issued by an inspection organizaiton agreed upon by both parties, with the exception, however, of those claims for which the insurance company and/or the shipping company are tobe held responsible. Claim for quality discrepancy should be filed by the Buyers within 30 days after arrival of the goods at the port of destination, while for quantity/weight discrepancy claim should be filed by the Buyers within 15days after arrival of the goods at port of destination. The Sellers shall, within 30 days after receipt of the notification of the claim, aend reply to the Buyers.
索赔期限： Validity of Claim
The Buyers have the rihgt to lodge claims for all losses sustained within 60 days after discharge of the goods at the port of destination.
综合式不可抗力条款：Force Majure
The Seller shall not be held responsible for late delivery or non—delivery of the goods due to flood, fire, earthquake, snowstorm, drought, hailstorm,hurricane, or other events that are beyond the control of the Seller. But the Seller shall notify the Buyer by cabel as soon as possible and give the Buyer a certificate by6 registered mail issuedd by the China Council for the Promotion of International Trade or other competent authorities.
If shipment of the contracted goods is prevented or delayed in whole or in part due to Force Majeure, the Sellers shall not be liable for non—shipment or late shipment of the goods under this Contract. However , the seller shall notify the Buyers by fax or telex and furnish the latter within 15 days by registered airmail with a certificate issued by the competent authorities at the place of occurrence attesting such event or events.
仲裁条款： Arbitration
规定在我国仲裁的条款：
All disputes in connection with or arising from the contract shall be settled amicably through negotiation. In case no settlement can be reached between the two parties, the case shall be submitted to the China intermational Economic and Trade Arbitration Commission, Beijing for arbitraiton in accordance with its Rules of Arbitration. The arbitral award is final and binding upon both parties. The arbitration fee shall be borne by the losing party unless otherwise awarded by the arbitration court.
规定在被诉方仲裁的条款：
All disputes in connection with or arising from the contract shall be settled amicably through negotiation. In case no settlement can be reached betweenthe two parties, the case shall be submitted for arbitration. The location of arbitration shall be in the country of thew domicile of the defendant. If in China, the arbitration shall be conducted by the Cjhinea International Economic and Trade Arbitratiton. If in——, the arbitration shall be conducted by——in accordance with its arbitral rules. The arbitral award is final and binding upon both parties. The arbitration fee shalll be borne by the losing paryt unless otherwise awarded bythe arbitration court.
规定在第三国仲裁的条款：
All disputes in connection with or arising from the contract shall be settled amicably through negotiation. In case no settlement can be reached between the two parties, the case shall be submitted to——for arbitration in accordance with its Rules of Arbitration. The arbitral award is final and binding upon both parties. The arbitration fee shall be borne by the losing party unless otherwise awarded bythe arbitration court.
适用法律： Governing Law
This contract shall be governed by the laws of the People’s Republic of China.
定金条款： Earnest money
The Buyer shall pay –% of the total value of the cargo by T/T to the Seller as the earnest money. In the case that the Buyer fulfilled the obligations in the contract, the earnest money shall be deducted by the paying bank at the time of payment. Otherwise the earnest money shall not be returned. In the case that the Seller failed to fulfill any obligation the the contract, the Seller shall pay twice the earnest money to the Buyer.
索赔条款(Claim)
1. Any claims of whatever nature regarding the goods sold hereunder shall be notified to the Seller within_____ days after the arrival of the goods at the destination specified in the bills of lading. Full particulars of such claim, together with sworn surveyor’s written report, shall be made and forwarded within _____days after the said notification to the seller.
按本合同所售货物各种性质的索赔应在货物运抵提货单指定的目的地后_____天通知卖方。这种索赔的详细情况和宣誓鉴定人的书面报告在上述索赔通知卖方后_____天内用航空挂号寄给卖方。
2. Upon the arrival of the goods at place of delivery, the Buyer shall immediately inspect the goods and shall give written notice of any claim to the Seller within_____ days after their arrival. Claims for losses or damages will not be considered unless supported by railroad agent’s acknowledgement on freight bill. The failure to give such notice shall constitute irrevocable acceptance of the goods by the Buyer, and he shall be bound to pay the price of the goods in accordance with the terms of the Agreement.
货物运抵交货地点后，买方应立即检验货物并在货到后_____日内向卖方提出书面索赔通知。除非有铁路运输代理人对货运单的认可证明，否则，卖方将不考虑货物短失或损坏索赔。如未提出这样的通知，则表示买方无争议地接受了货物并应据本合同条款支付货款。
3. In case discrepancy on the quality of the goods is found by the buyers after the arrival of the goods at the port of destination, claim maybe lodged against the Seller within 30 days after the arrival of the goods at the port of destination being supported by Inspection Certificate issued by a reputable public surveyor. The seller then shall consider the claim in light of actual circumstances. For the loss or losses due to the natural causes within the responsibilities of the Shipowners or the Underwriters, the Seller shall not consider any claim for compensation.
货物抵达目的港后，买方发现质量不符合要求的，可在30日持享有信誉的公共检查员开具的检验证明向卖方提出索赔。卖方应根据实际情况考虑索赔要求。在船主或保险商责任范围内由自然原因造成的丢失和损耗，卖方将不考虑任何损失赔偿。
4. Within_____ days after arrival of the goods at destination, should the quality, specification, or the quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessels are liable, the Buyer shall, on the strength of Inspection Certificate issued by_____, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges, etc.) shall be borne by the Seller.
货物抵达目的港后_____日内，除应由保险公司和船主负责的索赔外，如果发现货物的质量、规格和数量与本合同规定不符，买方凭_____出具的检验证书?，?有权要去更换新货，或要求补偿。所有的费用（如检验费、退回不合格货物和运送替换货物的运费、保险费、仓储费和装卸费，等等）应由卖方负担。
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