Room 123, Legal English Building, Legaltranz Road, Shanghai, P.R.China
DATE: Mar. 23, 2009
SIGNED IN: SHANGHAI, CHINA
New York, USA
This contract is made by and agreed between the BUYER and SELLER, in accordance with the terms and conditions stipulated below.
唛头 名称及规格 数量 单价 金额
Marks and Numbers Description of goods Quantity Unit Price Amount
Total: ***CARTONS USD***.00
总值 TOTAL: U.S.DOLLAR TWENTY NINE THOUSAND NINE HUNDRED AND TWENTY ONLY.
Allowed (允许) □ not allowed (不允许)
Partial shipments (分批装运):
Allowed (允许) □ not allowed (不允许)
Shipment date (装运期):
Jun. 05, 2009
由 按发票金额110%投保 险，另加保 险至 为止。
Insurance to be covered by the ___ FOR 110% of the invoice value covering ___ additional ___ from ___ to ___.
Terms of payment (付款条件):
□ 买方不迟于 ___ 年 ___ 月 ___ 日前将100%的货款用即期汇票/电汇送抵卖方
The buyers shall pay 100% of the sales proceeds through sight(demand) draft/by T/T remittance to the sellers not later than ___
□ 买方须于 ___ 年 ___ 月 ___ 日前通过 ___ 银行开出以卖方为受益人的不可撤消 ___ 天期信用证，并注明在上述装运日期后 ___ 天内在中国议付有效，信用证须注明合同编号。
The buyers shall issue an irrevocable L/C at ___ sight through __ in favor of the sellers prior to ___ indicating L/C shall be valid in China through negotiation within ___ day after the shipment effected, the L/C must mention the Contract Number.
□ 付款交单：买方应对卖方开具的以买方为付款人的见票后 ___ 天付款跟单汇票，付款时交单。
Documents against payment:(D/P)
The buyers shall duly make the payment against documentary draft made out to the buyers at ___ sight by the sellers.
□ 承兑交单：买方应对卖方开具的以买方为付款人的见票后 ___ 天承兑跟单汇票，承兑交单。
Documents against acceptance:(D/A)
The buyers shall duly accept the documentary draft made out to the buyers at ___ days by the sellers.
Documents required (单据):
The sellers shall present the following documents required for negotiation/collection to the banks.
Full set of clean on Board Ocean Bills of Lading.
□ 商业发票一式 ___ 份。
Signed commercial invoice in ___ copies.
□ 装箱单或重量单一式 ___ 份。
Packing list/weight memo in ___ copies.
□ 由 ___ 签发的质量与数量证明书一式 ___ 份。
Certificate of quantity and quality in ___ copies issued by ___.
□ 保险单一式 ___ 份。
Insurance policy in ___ copies.
□ 由 ___ 签发的产地证一式 ___ 份。
Certificate of Origin in ___ copies issued by ___.
Shipping advice (装运通知):
The sellers shall immediately, upon the completion of the loading of the goods, advise the buyers of the Contract No, names of commodity, loaded quantity, invoice values, gross weight, names of vessel and shipment date by TLX/FAX.
Inspection and Claims (检验与索赔):
1. 卖方在发货前由 ___ 检验机构对货物的品质、规格和数量进行检验，并出具检验证明书。
The buyers shall have the qualities, specifications, quantities of the goods carefully inspected by the ___ Inspection Authority, which shall issue Inspection Certificate before shipment.
2. 货物到达目的口岸后，买方可委托当地的商品检验机构对货物进行复检。如果发现货物有损坏、残缺或规格、数量与合同规定不符，买方须于货到目的口岸的 ___ 天内凭 ___ 检验机构出具的检验证明书向卖方索赔。
The buyers have right to have the goods inspected by the local commodity inspection authority after the arrival of the goods at the port of destination if the goods are found damaged/short/their specifications and quantities not in compliance with that specified in the contract, the buyers shall lodge claims against the sellers based on the Inspection Certificate issued by the Commodity Inspection Authority within ___ days after the goods arrival at the destination.
3. 如买方提出索赔，凡属品质异议须于货到目的口岸之起 __ 天内提出；凡属数量异议须于货到目的口岸之日起 ___ 天内提出。对所货物所提任何异议应由保险公司、运输公司或邮递机构负责的，卖方不负任何责任。
The claims, if any regarding to the quality of the goods, shall be lodged within ___ days after arrival of the goods at the destination, if any regarding to the quantities of the goods, shall be lodged within ___ days after arrival of the goods at the destination. The sellers shall not take any responsibility if any claims concerning the shipping goods is up to the responsibility of Insurance Company/Transportation Company/Post Office.
Force Majeure (人力不可抗拒):
The sellers shall not hold any responsibility for partial or total non-performance of this contract due to Force Majeure. But the sellers advise the buyers on time of such occurrence.
Disputes settlement (争议之解决方式):
All disputes in connection with this contract of the execution thereof shall be amicably settled through negotiation. In case no amicable settlement can be reached between the two parties, the case under dispute shall be submitted to arbitration, which shall be held in the country where the defendant resides, or in third country agreed by both parties. The decision of the arbitration shall be accepted as final and binding upon both parties. The Arbitration Fees shall be borne by the losing party.
Law application (法律适用):
It will be governed by the law of the People’s Republic of China under the circumstances that the contract is signed or the goods while the disputes arising are in the People’s Republic of China or the defendant is Chinese legal person, otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods.
The terms in the contract based on INCOTERMS 1990 of the International Chamber of Commerce.
This contract is made out in both Chinese and English of which version is equally effective. Conflicts between these two languages arising therefrom, if any, shall be subject to Chinese version.
本合同共 ___ 份，自双方代表签字（盖章）之日起生效。
This contract is in copies, effective since being signed / sealed by both parties.
The Buyer The Seller