加拿大外贸
如题，请各位做外贸的高手哥哥姐姐们帮帮忙翻译以下这些条款吧。我做外贸的不久，一客户只下两方多体积的散货就发了这么多内容的条款要我签了确认订单，可是我才中专毕业耶，对这些太不专业了，看的我都晕了，请大家帮帮好吗？谢谢！(其实不止这些的，还有很多页是我自己花了两三天时间粗略看了一下有点懂就没在这儿弄出来:L )1. ACCEPTANCE: This Purchase Order shall not become binding until it has been signed by authorized representatives of Buyer and
Seller and returned to Buyer; provided, however, that delivery by Seller and express acceptance by Buyer of any item specified in this
Purchase Order shall constitute acceptance by the Parties of the terms and conditions of this Purchase Order.
2. MODIFICATION OF THESE CONDITIONS: No modification of this Purchase Order or addition of any item or condition proposed
by either Party, which is inconsistent with or in addition to the terms and conditions contained herein, shall be binding upon the Parties
unless made in writing and signed by both Parties’ authorized representative.
3. SAMPLE TESTING: Seller agrees to provide at its own expense samples of the merchandise for conformance to U.S. regulatory and
industry standards. Prior to the production and sale of the merchandise, an authorized LTD Testing Agency (hereafter “Testing
Agency”) will conduct tests on the sample merchandise. All costs associated with the testing and shipping of the sample merchandise
will be at Seller's expense. Any such tests are in addition to quality assurances reviews conducted by Buyer. Any waiver of this
requirement must be made in writing by the Buyer on this Purchase Order. Testing or the acceptance of any test results by the Buyer
or the Testing Agency does not constitute final acceptance of any offer by the Seller.
4. MODE OF DELIVERY: Seller grants the Buyer the right at any time to specify the carrier and/or the method of transportation to be
employed in conveying any part or all of the materials covered in this Purchase Order. These, and the FOB port, will be specified on
each specific Purchase Order.
5. OVERSHIPMENTS: Materials shipped on this Purchase Order must not be in excess of the quantity ordered. Over-shipments may be
returned at Seller's expense.
6. PURCHASE PRICE: The term "Purchase Price" shall mean the Seller's (to include manufacturer, vendor or export supplier) ex-factory
(or F.O.B. foreign port of exportation) selling price unless a different pricing method is agreed to in writing by Buyer.
7. TERMINATION, CANCELLATION; BREACH:
A. Either party shall have the right to cancel this Purchase Order if the other party becomes bankrupt or insolvent or makes an
assignment for the benefit of a creditor. In addition, Buyer may elect to terminate this Purchase Order or to cancel all or part of
the work under this Purchase Order in the following circumstances with no liability:
1. If the goods or materials are not timely shipped or not delivered pursuant to the terms of this Purchase Order;
2. If goods or materials prepared, shipped or delivered pursuant to the terms of the Purchase Order are not in compliance with
the terms of this Purchase Order;
3. If Buyer is prohibited by any cease and desist order, injunction or other valid order, decree, or process of law from accepting,
shipping, selling or distributing any goods or materials pursuant to the terms of this Purchase Order, except as limited by
paragraph 15A;
4. If a preliminary finding of dumping or subsidies by the United States Department of Commerce requires the deposit or posting
of a bond for antidumping or countervailing duties;
5. If any finding by the United States Trade Representative requires that additional duties may be due on the product. In no
event shall Buyer be liable for prospective or anticipated profits by reason of any termination or cancellation.
B. Failure to fulfill the obligations under this Purchase Order will constitute a breach of contract and subject to Section 26, below,
will entitle the non-breaching party, in addition to the cancellation rights set forth in A, above, to all remedies available under the
law, including, but not limited to, the payment of reasonable attorneys fees and court costs, and all other reasonable costs
associated with the breach.
8. LATE SHIPMENT: If Seller fails for any reason whatsoever, including conditions characterized as force majeure, to ship goods in
conformity with this Purchase Order on or before the last ship date shown on the Purchase Order, Buyer shall have the right to:
A. Reduce the contract price for the goods prior to shipment thereof by an amount equal to the actual cost of air freight, but by no
more than the purchase price, so Buyer may maintain its delivery schedule for the goods to the extent possible under the
circumstances; and/o
B. Institute an action for breach of contract.
9. TIME OF DELIVERY: Delivery must be effected within the time stated on the Purchase Order. The Seller shall notify Buyer promptly
of any delays and of any actual or potential labor dispute which is delaying or threatens to delay the timely performance of the order.
The Purchase Order number must appear on any bill of lading and any and all shipping and/or delivery documents.
10. PACKAGING AND MARKING: The Seller shall be responsible for safe and adequate packing of the items which shall conform to the
requirements of carriers' tariffs. The Seller shall separately number all cases and packages, showing the corresponding numbers on
the invoices. An itemized packing slip bearing this Order number shall be issued for each container. No charges will be allowed for
crating, boxing or cartage unless stated in the Purchase Order.
11. INVOICING AND PAYMENT: A separate invoice shall be issued for each shipment. Each invoice must contain accurate and
complete descriptions of the merchandise and the names of the appropriate suppliers, if other than the Seller. All commercial invoices
for merchandise produced, grown, assembled, or manufactured outside of the United States must meet all requirements as set forth
by the United States Bureau of Customs and Border Protection. An invoice must also show that the merchandise was produced for
the account of, or was sold to, Buyer. Unless otherwise specified in this Purchase Order, an invoice shall be issued before shipment
of items and payment will be made pursuant to terms on the face side of this Purchase Order.
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12. WARRANTIES:
A. The Seller expressly warrants that all articles, material and work will conform with applicable drawings, specifications, approval
samples or other descriptions incorporated in this Purchase Order, and will be free from defects. Goods not in accordance with
descriptions given or which are defective or non compliant with the provisions of this Purchase Order are subject to the
following exclusive options of Buyer: Buyer shall have the right to return such goods to Seller for credit, replacement or refund
at the price set forth in this Purchase Order plus any reasonable costs incurred by Buyer such as freight, duties, fees, and taxes
and/or instituting an action for breach of contract. In addition, in case of a recall of the product, Buyer shall have the right to
collect from Seller all reasonable costs associated with the recall of the product incurred by the Buyer and of canceling any
unshipped portion of the order. The credit, replacement or refund at the price set forth in this Purchase Order, plus all reasonable
costs will be due to the Buyer within ten (10) business days of Buyer's warranty claim.
B. The Seller warrants that, where applicable, any merchandise shipped pursuant to this Purchase Order is not misbranded or
falsely advertised, and complies with all United States laws and any prevailing State Laws not covered or in excess of Federal
Standards laws, rules, regulations and requirements, including but not limited to: section 304 of the Tariff Act of 1930, as
amended, the Wool Products Labeling Act, the Textile Fiber Products Identification Act, the Lanham Act the Hazardous
Substances Labeling Act, the Flammable Fabrics Act, the Food, Drug and Cosmetics Act, the Federal Trade Commission Act, the
FTC Guideline, the Trade Practice Rules & Regulations, and all amendments thereto (collectively referred to as "laws, rules and
regulations"), Consumer Product Safety Act as amended by the Consumer Product Safety Improvement Act of 2008.
C. The Seller warrants that any fines or penalties of any kind imposed on buyer as a result of the violation of any US laws, rules and
regulations, as described above, will be the sole responsibility of the Seller.
D. COSMETIC PRODUCTS POLICY.
This provision only governs Sellers of merchandise consisting of cosmetic products, defined under the Federal Food, Drug, and
Cosmetic Act to mean: “articles intended to be applied to a human body for cleansing, beautifying, promoting attractiveness, or altering
the appearance without affecting the body’s structure or function.” These products are not intended to treat or prevent disease or otherwise
affect the structure of the body as defined in 21 CFR 207 and therefore are not “drugs.” The Seller warrants that:
1. This product complies with the U.S. Food, Drug, and Cosmetic Act, the Federal Hazardous Substances Act, the Fair
Packaging and Labeling Act, all labeling requirements as defined in 21 CFR 701 - Cosmetic Labeling and 21 CFR 740 --Cosmetic
Product Warning Statements, and ASTM F963-96a Consumer Safety Specification on Toy Safety, among others.
2. This product is not adulterated, and/or toxic and all the ingredients contained in this product are approved and considered
safe as defined in 21 CFR 701. This product contains the declaration of the name of each ingredient in descending order of
predominance as defined in 21 CFR 701.3. Any color additives contained in this product are approved and considered safe as
defined in 21 CFR 73, 74, and 82.
3. This product complies with the mercury limits of 21 CFR 700.13.
4. This product is not contaminated with Salmonella, E. coli, Pseudomonas aeruginosa or Staphylococcus aureus as defined in
USP®<61>.
5. This product has been evaluated and is within the limits for microbial degradation or microbial control under USP®<51>.
6. This product contains tamper-resistant packaging if it falls under the category defined in 21 CFR 700.25.
E. LEAD FREE OR LOW LEVEL LEAD POLICY.
All surface coatings such as, but not limited to, paints, varnishes, lacquers, and inks applied to consumer products must comply
with 16 CFR 1303 Ban of Lead-Containing Paint and Certain Consumer Products Bearing Lead Containing Paint. To insure
compliance, the coatings must either be entirely lead free or must not exceed the maximum limit allowed by the law.
F. For all merchandise produced, grown, assembled or manufactured outside of the United States, the Seller warrants that the said
merchandise will be marked with the country of origin in accordance to section 304, Tariff Act of 1930, as amended and any
regulations related thereto. The Seller also warrants that the country of origin marking on the product and any country of origin
declaration accompanying the merchandise reflect accurately the actual country of origin of the product and that the country of
origin markings on the product, certificate and any other documents supplied by the Seller comply with the country of origin
marking requirements set forth in section 304, Tariff Act of 1930, as amended, and any regulations related thereto.
G. SAFE TOY POLICY
1. “Toy” means all products designed or intended by the Buyer to be used by children when they play in any way; and "Child Care Article”
means all products designed or intended by the Buyer to facilitate sleep, relaxation, or the feeding of children, or to help children with
sucking or teething.
2. Seller warrants that all toys and juvenile-oriented products, regardless of origin, were manufactured in compliance with all US
Consumer Product Safety Commissions regulations and safety standards for toys and other children’s articles, and all other related laws
and regulations including, but not limited to the Federal Hazardous Substances Act (FHSA), the State of California Assembly Bill
1108 (State of California Health and Safety Code, Part 3of Division 104, Ch. 11) Proposition 65, and the Consumer Product Safety
Act, as amended by the Consumer Product Safety Improvement Act of 2008. To insure compliance, the Seller warrants that all
“Toys” and “Child Care Articles” are either entirely free of di-(2-ethylhexyl) phthalate (DEHP); dibutyl phthalate (DBP); or benzyl
butyl phthalate (BBP) or do not exceed the maximum limit allowed by the law of DEHP, DBP or BBP. Toys and childcare articles
intended to be used by a child under 3 years of age if that product can be placed in the child’s mouth shall not contain Di -isononyl
phthalate (DINP), Di-n-octyl phthalate (DNOP), or Di-iso decyl phthalate (DIDP) in concentrations exceeding maximum limit
allowed by law.
3. Seller warrants that it has reviewed and followed the most recent “List of Chemicals Evaluated for Carcinogenic Potential or Reproductive
Toxicity” (“The List”) http://www.oehha.ca.gov/Prop65/prop65_list/Newlist.html and certifies that none of the chemicals listed
above in Section (F)(2) were replaced with chemicals on The List.
4. The Seller further certifies that all material, components or related parts of Toys and Child Care Articles and all
juvenile-oriented articles of this purchase order that Seller obtained from third parties are in compliance with the Safe Toy Policy
described in this Section.
5. Seller agrees that all Toys and Child Care products and all other juvenile-oriented products, including but not limited to indoor
and outdoor furniture, as determined by Buyer are required to undergo testing by an authorized LTD Testing Agency.
13. RECALL: If any goods specified in this Purchase Order become un-saleable for regulatory reasons, or in the event of a recall, Seller
shall compensate Buyer for the full price paid by Buyer for all goods which cannot be sold or which are recalled or both, as
applicable, and if required, any other reasonable costs associated with such actions.
14. PREVENTION OF TRANSSHIPMENT OF IMPORTED MERCHANDISE: For all merchandise that is produced, grown, assembled or
manufactured outside of the United States, and to the extent that Seller is a manufacturer, Seller will maintain the following production
records and, if necessary, will fully cooperate with the United States Bureau of Customs and Border Protection upon its request. If
Seller is not a manufacturer or is not in possession of the following production records, then Seller will be responsible for insuring
that the obligations described in this Section will be undertaken by Seller's manufacturing supplier. Seller will be financially and
legally responsible to the Buyer for the manufacturing supplier's failure to maintain the following production records. The production
documents included in the following records must cover the quantities included in the entry.
A. Records of the machinery used in the production of the imported items such as a factory profile, list of registration detailing the
machinery used and the cost to obtain such machinery.
B. Lease or rental agreements for any additional machinery used.
C. A list of employees, especially workers in the production area, with their time cards, salary payment records or production
records kept by individual name or worker number.
D. Records by item or style number, purchase order number, factory assigned work order number or contract number for the actual
goods produced. If the factory uses some other unique production identifier number, that number should be cross referenced to
the purchase order and shipment.
E. Customs clearance for imported materials used, proof of payment for work and shipping documents for work done outside of the
factory by home workers, subcontractors or shared contracts.
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15. INTELLECTUAL PROPERTY: Seller warrants that the products, articles, materials and goods described herein, and the manufacture,
sale, offer for sale, or use of them will neither violate unfair competition law, constitute a disclosure of trade secrets, nor infringe or
contribute to the infringement of any United States, foreign, state or common law rights in Intellectual Property, including Patents,
Copyrights and Trademarks.
A. Seller agrees that Seller shall defend, indemnify and hold harmless, at its own expense, the Buyer, its officers, agents, employees,
successors, assigns, distributors and customers (hereafter “Users”) with respect to any and all claims, suits, actions, judgments,
losses, fines, penalties, damages, liabilities or cost or expense of any kind (including reasonable attorney fees and court costs)
assessed or brought against Buyer or any User arising out of directly or indirectly or related in any manner to any claim of
infringement of intellectual property rights or arising out of the advertising or selling of products, articles, materials and goods
furnished by the Seller under this Purchase Order, or constituting a violation of the Warranty set forth herein. However, in no
event shall Seller be required to indemnify Buyer for damages and liabilities due solely and exclusively to the actions of Buyer, or
those arising out of or in connection with goods made solely according to drawings, designs or specifications exclusively
furnished by Buyer.
B. Seller must carry insurance for protecting it and/or its customers from patent, copyright, trademark, and unfair competition claims
lodged by a third party against Buyer and/or any User as a result of advertising or selling a product sold to Buyer by Seller. In
the event of any claim being lodged against Buyer or any User, Seller, upon notice thereof, will furnish Buyer with a certificate of
insurance delineating Buyer and its User as an additional insured on the policy covering said claim lodged against Buyer by said
third party.
C. Buyer shall have the right to use and display all trademarks owned by or licensed to the Seller in connection with the offer for
sale, advertising, promotion and distribution of the materials shipped in connection with this Purchase Order, and, for this
purpose only, the right to affix any such trademark on or to packaging, advertising or promotional materials sold, used or
distributed in connection with the materials.
D. Seller will provide Buyer, at the time when the Purchase Order is confirmed, a list of the names of the trademarks owned by or
licensed to Seller in connection with the offer for sale, advertising, promotion and distribution of materials shipped in connection
with this Purchase Order. The list will include a description of all products covered by trademarks.
16. INDEMNIFICATION:
A. In addition to the provisions of Paragraph 15A, Seller agrees that Seller shall defend, indemnify and hold harmless, at its own
expense, the Buyer, its officers, agents, employees, successors, assigns, distributors and customers (hereafter “Users”) with
respect to any and all claims, suits, actions, judgments, losses, fines, penalties, damages, liabilities or cost or expense of any kind
(including reasonable attorney fees and court costs) assessed or brought against Buyer or any User arising from any Tort or
contract violation allegedly caused by or out of the manufacturing of, the purchase of, the advertising of, the sale of, the
distribution of, or the use of the products, articles, materials and goods furnished by the Seller under this Purchase Order.
However, in no event shall Seller be required to indemnify Buyer for damages and liabilities due solely and exclusively to the
actions of Buyer.
B. Seller must carry insurance for protecting it and/or its customers from product liability claims lodged by a third party against
Buyer and/or any User as a result of advertising or selling a product sold to Buyer by Seller. In the event of any claim being
lodged against Buyer or any User, Seller, upon notice thereof, will furnish Buyer with a certificate of insurance delineating Buyer
as an additional insured on the policy covering said claim lodged against Buyer by said third party.
17. PROPRIETARY RIGHTS AND CONFIDENTIALITY: All information, know-how, programming, software, trademarks, trade secrets,
plans, drawings, specifications, designs, and patterns furnished or created by each Party or the Party’s agents or contractors, and any and all
property rights embodied therein, are and shall be and remain proprietary to said Party; and the same shall not be used, disclosed or
reproduced for any purpose whatsoever, except in performance of this Purchase Order. Seller without the prior written consent of
Buyer shall not disclose information (including denial or confirmation) relative to the Purchase Order.
18. TAXES: Buyer shall not pay Seller any state or local sales, use or similar tax unless separately stated and itemized herein, or any
federal excise tax unless included in the prices stated herein, and Seller agrees that, except as otherwise provided herein, all such
taxes which at the date hereof Seller is required by law to collect from Buyer are so included or separately stated and itemized, and
agrees that the prices stated herein do not and the amounts hereunder will not include any tax with respect to which exemption is
available or is indicated by Seller hereon or otherwise, or any federal excise tax with respect to which Buyer has furnished Seller an
exemption certificate. Seller agrees to pay any and all personal property and/or ad valorem taxes assessed or otherwise levied against
any property placed in the hands of the Seller by the Buyer for the purpose of fulfilling this Purchase Order.
19. TOOLS AND EQUIPMENT: To the extent that Seller is a manufacturer, unless otherwise agreed in writing, all tools, dies, jigs, fixtures,
patterns or other equipment or designs used in manufacturing the articles or materials ordered hereunder shall be furnished by and at
the expense of the Seller.
A. All such property furnished to the Seller by the Buyer, or specifically paid for by the Buyer, and any replacement thereof, shall
be and remain the personal property of the Buyer. The Seller agrees to maintain such property in good condition and repair
during the entire period of possession by the Seller. Such property, and wherever practical, each individual item thereof, shall be
plainly marked or otherwise adequately identified by Seller as "Property of LTD Commodities LLC" and shall be safely stored
and kept apart from property of the Seller of others.
B. Seller shall not substitute any property for Buyer's property and shall not use said property except in filling Buyer's purchase
orders. Such property, while in Seller's custody and control, shall be held at Seller's risk, and shall be kept insured by Seller at
Seller's expense in an amount equal to the replacement with loss payable to the Buyer, and shall be subject to removal at Buyer's
written request, in which event Seller shall properly prepare such property for shipment and shall deliver same to Buyer F.O.B.
cars or trucks at Seller's plant in the same condition as originally received by Seller, reasonable wear and tear excepted.
C. The terms of this provision will only apply to such property in the Seller's possession, and not to any property in the possession
of a third party. If Seller is not a manufacturer and/or is not in possession of such tools and equipment, Seller will act as a
guarantor and be financially responsible to Buyer in assuring that the obligations described above will be undertaken by Seller's
manufacturing supplier.
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20. DESIGN RIGHTS: Where goods are made to drawings furnished by Buyer (unless such drawings are entirely of standard items made
and/or furnished by the Seller to the trade), Seller is not to furnish to anyone else the same goods and/or parts thereof without
Buyer's written permission.
21. COMPLIANCE WITH LAWS: In the performance of this work hereunder, the Seller warrants the Seller shall comply at all times with all
applicable laws, rules and regulations governing this Purchase Order. Seller agrees to comply with the currently effective price
control and priorities laws and regulations, if any.
22. FAIR LABOR STANDARDS ACT AND INDEMNITY:
A. By acceptance of this Purchase Order and by furnishing goods hereunder, Seller represents and warrants that all the goods
herein specified will be and have been produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as
amended, if applicable. This provision will not govern merchandise which is grown, produced, manufactured or assembled by
employees whose service are performed in a workplace outside of the United States or territories within its jurisdiction, pursuant
to 29 U.S.C. §213(f), as amended.
B. Neither the Seller nor any of the persons furnishing materials or performing work or services which are required by this Purchase
Order are employees of the Buyer. The Seller represents that all merchandise to be delivered pursuant to this Purchase Order will
not consist in whole or in part of prison labor, or/and forced labor, or/and indentured labor made goods, delivery of which is
prohibited under section 1761 or 1762 of Title 18 of the U.S. Code or section 1307 of Title 19 of the U.S. Code. The Seller
represents that all merchandise to be delivered pursuant to this Purchase Order will not consist in whole or in part of child labor,
pursuant to 29 U.S.C. §212, as amended. This Seller also agrees to indemnify LTD Commodities LLC and to hold it harmless in
the event that such a delivery should give rise to any liability under the aforesaid provisions of law.
23. USE OF OZONE DEPLETING CHEMICALS: The Seller certifies that the products (including all packing) of this Purchase Order do
not contain and were not manufactured with Ozone Depleting Chemicals. This supplier also agrees to indemnify Buyer and to hold it
harmless in the event that such delivery should give rise to any liability under such provisions.
24. SAFE DRINKING WATER AND TOXIC ENFORCEMENT ACT OF 1986. The Seller warrants that it complies with the US Safe
Drinking Water and Toxic Enforcement Act of 1986, also known as Proposition 65 of the State of California. The Seller warrants that
it has reviewed the most recent list of Chemicals Known to the State to Cause Cancer or Reproductive Toxicity (list) found at the
State of California website, www.oehha.ca.gov/prop65/prop65_list/Newlist.html and certifies that all the Goods of this Purchase Order
either:
A. Were not manufactured using any of the chemicals on the list; or
B If such chemicals were used, the level of chemical(s) in the Goods do not exceed or are not emitted upon use of such product at a
level greater than the level specified as having no significant risk by the California Code of Regulations, Title 22, Chapter 3,
Article 7; or
C Do not comply with either 1 or 2 above.
Seller shall provide Buyer, at Buyer's request with any and all internal or external documentation, reports, product ingredient listings,
certifications, notices and correspondence that Seller may have concerning the Goods and the chemicals or materials contained in
such Goods from, by to or with any agency, authority, lab, consultant, employee and any other person or entity, directly or indirectly
involved in the manufacture, testing, packaging, oversight or regulations of the Goods.
Seller also agrees to defend, indemnify and hold harmless, at its own expense, the Buyer, its officers, agents, employees, successors,
assigns, distributors and customers (hereafter “Users”) with respect to any and all claims, suits, actions, judgments, losses, fines,
penalties, damages, liabilities or cost or expense of any kind (including reasonable attorney fees and court costs) assessed or
brought against Buyer or any User arising from or directly or indirectly related to the existence of chemicals or materials known to
cause cancer or birth defects or other reproductive harm.
25. NON-ASSIGNMENT: Seller shall not assign this Purchase Order or any interest herein, including payment due or to become due with
respect thereto, without Buyer’s prior written consent. Seller's duties under this Purchase Order are non-delegable without the written
consent of the Buyer. If Buyer's written consent is obtained, Seller must provide Buyer with two (2) executed copies of the
assignment. Unless written approval is received from the Buyer, Seller will be held strictly liable for all performance under this
Purchase Order. Any delegation of duties by the Seller without Buyer's express written permission will be null and void and will
entitle the Buyer to relieve itself of any obligations to perform under such delegation.
26. WAIVERS: Any waiver of strict compliance with the terms of this Purchase Order shall not be a waiver of Buyer's right to insist upon
strict compliance with the terms of the Purchase Order hereafter.
27. LIMITATION ON BUYER'S LIABILITY AND STATUTE OF LIMITATIONS. IN NO EVENT SHALL BUYER BE LIABLE FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES: Buyer's liability for breach shall not exceed the price allocable to the items or their
parts giving rise to the claim. Buyer shall not be liable for penalties or similar damages of any description. Any action against Buyer
whether in contract or in tort arising out of or related to this Purchase Order must be commenced within one (1) year after the cause of
action has accrued.
28. PURCHASE ORDER GOVERNED BY ILLINOIS LAW: This Purchase Order has been entered into in Lake County, IL and shall be
governed and construed in accordance with the laws of the State of Illinois. Buyer and Seller agree that proper venue for any action
derived from or based on this Purchase Order is in the United States in Lake County, IL. Both parties submit themselves to the
personal jurisdiction of the State of Illinois and they expressly agree that the exclusive jurisdiction of any dispute regarding this
Purchase Order shall be in the Courts of the State of Illinois, Lake County, and the United States District Court for the Northern
District of Illinois (having subject matter jurisdiction thereof). The parties further expressly agree that the United Nations Convention
for the Sale of International Goods shall not apply to this Purchase Order. Service regarding any dispute arising out of this Purchase
Order may be certified mail return receipt requested or by personal service or in such other manner as may be permissible under the
rules of the applicable court, provided a reasonable time for appearance is allowed.
29. MERGER: This Purchase Order constitutes the final written expression of all terms of the agreement relating to the transaction
described on the front of the Purchase Order and constitutes the complete and exclusive statement of those terms, except with
respect to Seller's sales literature and other documentation describing items (which are incorporated herein).
A. This Purchase Order supersedes all previous communications, representations, agreements, promises, or statements either oral
or written, with respect to such transactions (including without limitation, any terms proposed by the Seller) and no
communications, representations, agreements, promises or statements of any kind made by any representative of Buyer, which
are not stated herein, shall be binding on Buyer. No addition to or modification of any provision upon the front or back of this
Purchase Order will be binding upon the Buyer, unless made in writing (referring specifically to the Order) and signed by a duly
authorized representative of the Buyer.
B. No course of dealing or usage or trade or course of performance will be deemed relevant to explain or supplement any term
expressed in this Purchase Order. Furthermore, acceptance or acquiescence in a course or performance rendered under this
Purchase Order shall not be relevant to determine the remaining of this Purchase Order even though the accepting or
acquiescing party has knowledge of the nature of the performance and opportunity for objection.
C. Notwithstanding the above, the Seller may rely on more detailed descriptions and specifications of the goods provided in the
Buyer's letter of credit, unless the description in the letter of credit is in conflict with this Purchase Order, in which event the
Seller is obligated to request that Buyer amend either this Purchase Order or the letter of credit to resolve any such conflict.
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30. C-TPAT. Seller agrees to take reasonable steps to comply with the US Customs-Trade Partnership Against Terrorism (C-TPAT)
security guidelines as published by the Bureau of Customs and Border Protection at
http://www.cbp.gov/xp/cgov/trade/cargo_security/ctpat or at any future U.S. government website..
NOTE THAT THE FOLLOWING PROVISIONS GOVERN ONLY THAT MERCHANDISE WHICH IS NOT PRODUCED, GROWN,
ASSEMBLED OR MANUFACTURED IN THE UNITED STATES OR IS OTHERWISE SUBJECT TO THE LAWS OF THE UNITED
STATES BUREAU OF CUSTOMS AND BORDER PROTECTION: 8D, 8E, 13C, 13D, 13E, 13F, 13G and SECTION 14.
1) You must contact the local OOCL Logistics, Inc. office and they will arrange the booking for you, whether the shipment
represents one container, several containers, or LCL quantity. THIS MUST BE DONE AT LEAST 10 DAYS IN ADVANCE
OF YOUR EXPECTED SHIP DATE.
2) For all FCL shipments, OOCL Logistics will be directed by LTD as to which steamship company to use. OOCL Logistics will
then arrange the appointment for the space and equipment and instruct you accordingly. Once the containers are stuffed
and then delivered to the port, the steamship companies will issue the Dock Receipt as usual. It will then be your
responsibility to deliver the complete set of original shipping documents and the Dock Receipt to the local OOCL Logistics
Office within four business days. Beginning on the fifth day, you will be imposed a late document fee of $150.00 per
shipment and each subsequent day will result in a late document fee of $50 per day.
3) For all LCL (Less than Container Load) shipments, OOCL Logistics will direct you to either deliver the merchandise to the
local forwarder chosen by LTD, or to deliver the merchandise to the local OOCL Logistics, Inc. receiving station.
If you are directed to deliver the merchandise to another forwarder, OOCL Logistics will arrange the appointment and
instruct you accordingly. Once the delivery is completed, the forwarder will issue the Dock / Cargo Receipt as usual. Again,
it will then be your responsibility to deliver the complete set of original shipping documents and the Dock / Cargo Receipt to
the local OOCL Logistics Office within four business days. (As stated above, the late document fee of $150.00 will be
imposed beginning on the fifth day)
4) OOCL Logistics will review your documents. In addition to the standard requirements and instructions (which may be listed
in our Letter of Credit), the following must also be included with / within your documents (when applicable).
• The Commercial Invoice must be consigned to LTD Commodities LLC
• Solid Wood Packing Statement
• US$ value breakdown for each component of any set item
• License Agreement
• Toxic Substance Control Act (TSCA) statement for ink pens
• US$ value for any additional packing materials or hardware sent free of charge
• US$ value breakdown for each component of any clock or watch item
• Fumigation Certificate
• CCIB Certificate
• Required General Conformity Certificate information on company letterhead
• Lacey Act Declaration
5) OOCL Logistics will be managing the collection of information and data necessary for Import Security Filings (ISF). You will
be required to provide the following information with your shipment booking:
• Manufacturer (or supplier) name and address (factory goods were produced in).
• Container stuffing location (name and address where the goods were stuffed into the container).
• Consolidator (stuffer) name and address (only if not consolidated by OOCL Logistics).
• Country of Origin (if requested by OOCL Logistics).
In exchange for the complete shipping documents and the Dock Receipt (whether the shipment is FCL or LCL), you will be
issued a valid OOCL Logistics, Inc. Forwarders Cargo Receipt, which will now be used to negotiate L/C payments or Wire
Transfers, in lieu of the Ocean Bill of Lading.
You must submit a complete set of documents within 5 days to OOCL Logistics. Note that you are subject to a late fee (per
B/L) for failure to provide these documents within 5 days as required.
哎，终于完了！
评论
这么多翻译完得给点稿费吧 呵呵
评论
这 么 多 啊
评论
你客户有病吧，纯粹整你的吧
评论
这些以前学校的时候学过的 哈哈 英语翻译么下载个有道词典词典
评论
这么多 没有心情看，自己先用有道翻译下
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真的，条款太多了吧，很大的单子吗~
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对啊，这些翻译不出来我怎么敢签他的单呢？BOSS又一直在问我这个客人的单怎么样了，我总不能跟他说我这些都看不懂吧，我一个月工资也才1500啊，在工厂做很辛苦的，什么都得自己做，怎么有钱请人帮我翻译呢？:') 大家帮帮忙吧，一人翻译一点就成篇啦:handshake
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我都是超过一页就让他把这些全删了，合同哪有这样的？
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才一丁点儿的单啊，一千多块钱的金额，你说呢？
可这个是新客，说是先下一点点试购单，后面会有大单的，BOSS就很愿意跟他做这笔生意了。
评论
他这些条款都是放在PO里的啊，还要我回签
加拿大电商我的客户需要从非洲免关税国家进口一些商品，所谓的免关税是不是也不用交增值税。 如果要交增值税，增值税的税率是多少？ 菜鸟向各位前辈请教了。 评论 关税与增值税是俩个税种 加拿大电商Hallo, bitte schicken Sie uns mehr info uber die QT8-15- Machine MfG Alfredo 评论 晕死 是德语 你去德语区问问吧 评论 要你关于QT8-15- 这个型号机器的信息 评论 跟你要关于QT8-15- 这个型号机器的资料信息
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