加拿大外贸
1. Subject of the Contract1.1.The Seller shall sell and the Buyer shall buy on terms FOB ____________, China (INCOTERMS-2000) and on terms of this Contract goods, according to Supplements to the present Contract). Other delivery terms can be used subject to a particular consignment of goods.
1.2. The Goods shall be delivered to the customs territory of the Russian Federation
1.3. The delivery of the goods is made by portions. Description of Goods, their quantity and cost of each lot, as well as terms of delivery and payment shall be defined according to the Proforma Invoice to this Contract, which are considered as integral parts of this Contract and regulate the terms of particular deliveries, as stated hereunder. It is possible to use a fax machine or E-mail to pass the Proforma Invoice to the Buyer.
1.4. The payment is effected by the Buyer according to the valid Invoice for the corresponding portion of the goods, which is an integral part of the Contract.
1.5. The Seller effects the delivery of the goods only after the acceptance of the Proforma Invoice by the Buyer. Accepted Proforma Invoice is understood to be an Invoice (commercial invoice) with the time of delivery (Delivery means: goods be released from seller’s factory) indicated in it, with the stamp and the signature of the Buyer (it is possible to pass the Proforma Invoice by fax). Buyer should by no means cancel the order based on the countersigned Proforma Invoice.
2. Price of the Goods
2.1. The Prices of the Goods are fixed in US Dollars.
2.2. Price of the Goods is stipulated in Supplements to the present Contract and includes packaging and marking charges, loading charges, export customs duties and other expenses in compliance with the agreed by the Parties basis of delivery according to INCOTERMS 2000.
2.3. The prices indicated in commercial invoices are final and unchangeable as regards every corresponding delivery.
2.4. Настоящий Договор действует до 31 декабря 2017 года.
3. Payment conditions
3.1. Payments for the goods delivered under the present Contract are made in USD, if other is not agreed by the Parties, on the basis of commercial invoices.
3.2. Payment 30% is to be effected upon order confirmed by the countersigned Proforma Invoice by the Buyer. The balance 70% is to be effected after the goods are shipped and the copies of the shipping documents are received by the Buyer.
3.3. Payment for the goods is to be made by bank transfer from the Buyer’s accounts in USD if other is not stipulated by the Parties in writing as stipulated in item 13.4. of the present Contract.
3.4. If the buyer pays the amount in excess of the actual cost of goods, the seller will credit the amount of the overpayment against future deliveries.
3.5. The date of execution by the Buyer of his money
obligation shall be the date of money transfer from the Buyer’s account at the Buyer’s bank.
4. Order
processing and execution
4.1. The Buyer sends to the Seller request for goods where name and code of goods as well as desired quantity and periods of delivery are stated.
4.2. The Parties settle the terms for assortment, quantity and prices of each single lot of goods.
4.3. After settlement of terms of the Buyer’s request the Seller relays it to the Buyer by return in form of order confirmation or Proforma Invoice.
Should any divergence take place between the request and the order confirmation, the Buyer within 24 (twenty four) hours should inform the Seller about this. The order/Proforma Invoice is confirmed by the Buyer’s signature.
4.4. The properly made out commercial invoices are the final documents for both Parties, determining the term of delivery, quantity, assortment and cost of the Goods for each particular delivery.
4.5. The Buyer is carrying out the goods’ delivery upon factual goods’ delivery in case of disclosure of discrepancy between quantity/assortment of goods and/or other factors between the commercial invoice and factual quantity/assortment of supplied goods.
4.6. In case of discrepancy’s disclosure the Buyer makes marks in transportation document.
4.7. If the Goods were delivered in containers and the Buyer (authorized representative of the Buyer) could not check the quantity and quality of the Goods at the time of loading, the checking shall be made within 30 (thirty) days after the unloading.
5. Date of delivery
5.1. The date of delivery is the date of an actual transfer of the Goods to the carrier (or: depending on p. 1.1.).
5.2. The Parties hereby agree that the title to the Goods under this Contract shall be transferred from the Seller to the Buyer when the Seller delivers the Goods into the custody of the carrier (or: depending on p. 1.1.).
[ 本帖最后由 danielxiong 于 2013-3-2 14:25 编辑 ]
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6. Quality of the goods
6.1. The quality of the Goods, delivered under the Present contract, should correspond to sanitary and technical norms, and also standards of safety, accepted in the country of the goods’ origin.
6.2. The Seller guarantees the completeness of the supplied Goods conforms to the data stipulated in technical passports on the Goods.
6.3. The Seller shall submit to the Buyer the Goods with operating instruction in English – for each unit of Goods supplied.
7. Packing and marking
7.1. The outer and inner packing of the Goods should fully protect them from any damage in transit including transshipment, as well as prevent any negative atmosphere effects under condition that the Goods are duly handled.
7.2. The outer marking of the Goods will be effected according to the standards of country of final destination, namely:
- name of the goods;
- model;
- country of origin;
- instructions on transportation and loading/unloading.
8. Conditions of acceptance of the goods
8.1. The goods are considered delivered by the Seller and accepted by the Buyer under the following terms:
8.1.1. In respect of quality: if the goods correspond to quality, specified in the certificates of approval, given by the Seller. Otherwise the Buyer informs the Seller about such non-correspondence.
8.1.2. In respect of quantity: if the quantity of the delivered Goods corresponds to that specified in the invoices and BL issued by the Seller.
9. Guarantee of the Seller
9.1. The Seller undertakes that within the guarantee period the goods will be free from technical or production defects (hereafter referred to as “Guarantee”).
The current guarantee covers all the goods, delivered according to the current Contract and lasts for 12 (twelve) calendar months starting from the date of retail sale of the goods to end-user, but not more than 18 (eighteen) calendar months from the date of delivery to the Buyer.
9.2. The Seller guarantees the proper operation of goods within stated period. The current guarantee do not cover wear and damage or other defects, caused by improper use, chemical, electrical influence and also if they caused by negligence or incorrect use by the Buyer or its end-users.
[ 本帖最后由 danielxiong 于 2013-3-2 14:30 编辑 ]
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10. Claims. Liability of the Parties
10.1. Should any technical problems arise in delivery related to non-conformity with the valid standards, the Buyer will apply for the Seller’s direct interference.
10.2. In case of the Buyer’s authentic damage that is a result of a claim of a customer purchased the goods delivered under the present Contract, the Parties are obliged to settle a question of charging the cost of this damage to one of the Parties in the shortest possible period of time.
10.3. Before any dispute will be submitted for arbitration procedure as stipulated by item 12.2 of the present Contract a Party shall send a written claim to the other Party (it is possible to use fax machine). The detailed justification of the claim and the Buyer’s demands related to it should be indicated in the claim
10.4. In case of the Seller’s representative is not present at the acceptance procedure of the goods when quantity and /or quality shortage (defects) of the goods are discovered the Buyer should make a claim on the Seller within 30 calendar days.
10.5. In the case of non–conformity of the quality of all the delivered goods or their portion the Buyer has the right either to return the goods to the Seller at Seller’s expense and to claim from the Seller a compensation for the losses sustained.
10.6. The Buyer should accept the goods subject to claim for responsible keeping until the problem of the further handling of the goods is settled.
10.7. A claim shall be considered by the receiving Party within 15 (fifteen) days since the date of receipt. In case the Party acknowledges the claim it shall fulfill its obligation under the claim within 5 days.
10.8. The rejection of the claim shall be motivated. The claim shall be deemed accepted if the Party which sent it does not receive any motivated answer within 10 (ten) days since the date of the notification that the claim was received by the other Party.
10.9. In case of non-fulfillment or non-proper fulfillment of the obligations under the present Contract the Party in breach shall reimburse the damage in full amount including all the expenses of the other Party related to the restoration of its rights.
10.10. If the Seller fails to deliver the Goods in the time due to a reason attributable to the Seller, he shall pay the Buyer penalty at the amount of 0.1% of the value of the goods for each calendar day of the delay in delivery, but in any event not more than 5% of the total amount of the Goods delivered.
这还要罚款啊:L :L :L
11. Force Majeure
11.1. The force majeure clause of International Chamber of Commerce (ICC PUBLICATION №421) is hereby included in this present contract.
11.2. Grounds of relief from liability:
A Party is not liable for a failure to perform any of obligations under the present Contract in so far as it proves:
- that the failure was due to an impediment beyond his control; and
- that it could not reasonably be expected to have taken the impediment and its effects upon its ability to perform into account at the time of conclusion of the present Contract; and
- that it could not reasonably have avoided or overcome it or at least its effects.
11.3. An impediment within paragraph 11.2. as mentioned above, may result from events such, as the following, this enumeration not being exhaustive nor limited:
1. war, whether declared or not, civil war, riots and revolutions, acts of piracy or sabotage;
2. natural disasters, such as violent storms, cyclones, earthquakes, tidal waves, floods, destruction by lightning;
3. explosions, fire, destruction of machines, of factories, and any kind of installations;
4. boycotts, strikes at factories and premises which occur in the enterprise of the party seeking relief;
5. acts of authority, apart from the act for which the Party seeking relief assumed the risk by virtue of others provisions of the present Contract; and apart from the matter mentioned in Paragraph 11.4. below.
11.4. For the purpose of Paragraph 11.2 and 11.3, and unless otherwise provided in the present Contract, impediment does not include lack of authorization, of licenses, of entry or/and residence permits, or of approvals necessary for performance of the present contract and to be issued by the public authority and kind whatsoever in the country of the Party seeking relief.
11.5. Should any of the mentioned above circumstances which prevent complete or partial fulfillment of obligations of the Parties under the present Contract, the time stipulated for the obligation shall be extended for the period equal to that one, during which such circumstances and their consequences will remain in force. The necessary and sufficient confirmation of such circumstances will be the corresponding written certificate given by the Chamber of Commerce and Industry or other competent body.
11.6. If the impossibility of the complete or partial performance of the Parties’ obligations due to the above said circumstances last for more than 90 (ninety) calendar days, the Parties will reserve the right to terminate the present Contract totally or partly without the indemnifying eventual losses (including expenses) to each other.
12. Arbitration
12.1. he Parties will in every possible way aspire to settle possible disputes and disagreements, during realization of the present contract, friendly way.
12.2. In case no settlement can be reached between two Parties, the case under discussion shall be submitted in the International Commercial Arbitration Court at the Chamber of Commerce and Industry of the Russian Federation settled under the Rules of this Court. The legislation of Russian Federation is applicable in this case.
13. Validity of the contract, the order of its change and cancellation
13.1. The present Contract comes into force since the moment of its signing and remains valid until “31” December, 2017.
13.2. The present Contract can be terminated before the appointed time:
- Under the initiative of one of the partiers, thus interested party is obliged to warn the other party in written form for 60 (sixty) calendar days up to prospective date of cancellation;
- Under the mutual agreement of the parties;
- Under the consummated decision of Court.
13.3. In case of termination of the present Contract before the appointed time the Seller and the Buyer settle the final accounts during 30 (thirty) calendar days from the date of termination of the present Contract.
13.4. Any amendments and addenda to the present contract are valid only if being done in written form and signed by authorized representatives of both parties.
14. Miscellaneous
14.1. All taxes, customs duties, fees and other liabilities due within the territory of the Seller’s warehouse country with respect to performance of this present Contract will be paid by the Seller at his own expense. The Seller is also bound to obtain export licenses if such are required.
14.2. All taxes, customs duties, fees and other liabilities due within the territory of the Buyer’s country with respect to performance of this present Contract will be paid by the Buyer at his own expense.
14.3 Parties guarantee that they have all rights, powers and documents, necessary for concluding and fulfilling of the present Contract.
14.4. Neither party hereby is entitled to transfer its rights and obligations under the present Contract without prior written consent of the other party.
14.5. The Parties are obliged to observe strict confidentiality during execution of the present Contract.
14.6. All the previous negotiations and correspondence between the parties become null and void starting with the signing date of the present Contract.
14.7. The present Contract is drawn up in 4 Copies in the Russian/English languages. In the event of any discrepancies between the English version and the Russian version of present Contract, the Russian version shall prevail.
14.8. In case of changing the address or accounts the Parties shall inform each other about it during 10 (ten) calendar days since the date of these changes.
15. Location and bank coordinates of the Partie
[ 本帖最后由 danielxiong 于 2013-3-2 14:36 编辑 ]
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这就是合同的主体了，大家下次也可以参考下。。
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外贸新手，学习了
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跟我的白俄罗斯客户的比起来，楼主的合同还简单些。关于罚款的部分，白俄罗斯的也是那个比例，但是我的合同里面还有关于其他未完成部分的罚款。:handshake
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看完这个合同得多大的耐心啊:L
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为什么做FOB还要见提单 不应该装船前付款吗
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