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Analysis Of Model Provisions For General Cargo Sales Contracts

2014/3/14 22:33:00 21

General CargoSales ContractModel Clause

  


The contract number is:


The date of signing the contract is:


Location of the contract: the first, the second and the third.


Seller: the seller: the company is in the market.


Address: the address is: the first, the second and the third.


The company is located in the state of the company.


Telegram: telegraph, telegraph, Telegraph and telegraph.


Facsimile: fax, TD, TD, TD, TD, TD, TD, TD, TD, TD, TD, TD, etc.


Buyer: buyer, buyer, customer, manager, customer service:


Address: the address is: the first, the second and the third.


The company is located in the state of the company.


Telegram: telegraph, telegraph, Telegraph and telegraph.


Facsimile: fax, TD, TD, TD, TD, TD, TD, TD, TD, TD, TD, TD, etc.


After friendly negotiation, buyers and sellers agree to sign this contract by []FOB or []CFR] or []CIF or []FCA] or []CPT] or []CIP] and agree on the following terms


1. commodity name: the name of the commodity is: the first, the first, the second, the second, the second, the second, the right, the right, the wrong.


2. quality / specifications: it is: quality, specifications, etc.


[in accordance with the detailed records in the appendix of this contract (if specific contract requirements).


The 3. unit is: the first, the first, the second and the third.


4.: the number of people in the area is: 1.


[allow for the loss of% or% of the sum of money in the sum and the number of schools. The Seller shall choose the seller or [] buyer.


5.FOB/CFR/CIF/FCA/CPT/CIP unit price.


6. total: the number of actual transactions in accordance with the provisions of the fourth paragraph, more than the original amount of the loss of% of the gross domestic product, then the price should be adjusted accordingly.


7. the country of origin and the country of production: it is the country of origin and the country of production.


8. transport marks: the first, the second, the second is the transportation mark.


9. shipment


9.1 the time of shipment: it's time to ship.


9.2 the port of loading: the port of shipment is: the port of shipment, the first, the second, the second and the third.


9.3 the port of discharge: it will be in the port area of the first half of the year.


9.4 [allow] or [] do not allow "deck" shipment.


9.5 [allow] or [do not] allow transshipment.


9.6 [allow] or [do not allow partial shipment].


9.7] container transportation.


9.8 the final destination: the first place is: the first and the second.


9.9 discharging port / forwarder / freight forwarder


10. payment terms


Seller's bank account: it is a seller's bank account.


The buyer's bank account is: the buyer's bank account: the company's bank account, the following are:


10.1 payment method


(1) letter of credit


[]10.1.1 (this paragraph will be [[reserved] or deleted].


Within thirty days from the date when the seller is in favour of the buyer's Bank of the seller's beneficiary, the buyer shall pay to the seller the price of the total amount of the contract, which is% of the total amount of the contract.


Bank guarantee is valid until


[C] if shipment is made, if partial shipment is made, after shipment of the last shipment, it will be fine.


[the last shipment arrived on the port of discharge.


[when the goods arrive at the port of discharge,


Reduce the guarantee amount automatically according to the proportion of the goods shipped by the seller.


[]10.1.2 sight payment.


Buyer should


[contract stipulates the date of shipment on the first day (shipping day).


[Contract] after signing the contract,


Through the telex, []SWIFT], [letter], [simplified] telegram and letter of credit, the sellers are beneficiary, irrevocable, and the amount is in the form of ","


Sight payment letter of credit


[negotiate] a letter of credit.


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The contents of the letter of credit should be in conformity with the contract stipulations, and the validity period of the L / C will last until the date after the opening date, so that the beneficiary can make the presentation of the documents locally.


The letter of credit should contain the following statement: "the letter of credit is based on the uniform customs and Practice for documentary credits, 1993 edition, and the 500th chamber of Commerce of the International Chamber of Commerce".


[]10.1.3 deferred payment


Buyer should


The first day (date of shipment) before the date of the contract, [] after the signing of the contract, the bank will issue an irrevocable letter of credit in the form of telex, []SWIFT, [letter], [simplified] telegram and letter], by the telex, telex, [letter], [simplified] telegram and letter of credit, with the irrevocable letter of credit in favour of the seller, by [[] marine bill of lading, air waybill, railway delivery notice or multimodal transport document [], presentation of documents, [[acceptance]] [delayed payment] [negotiation] [contract shipment


The contents of the letter of credit should be in conformity with the contract stipulations, and the validity period of the L / C will last until the date after the opening date, so that the beneficiary can make the presentation of the documents locally.


The letter of credit shall contain the following contents: "the letter of credit shall be based on the uniform customs and Practice for documentary credits, 1993 edition, and the 500th chamber of Commerce of the International Chamber of Commerce".


(2) collection


[]10.1.4 voucher payment (D/P)


After shipment, the Seller shall, through the bank, issue to the buyer a draft at sight drawn on the buyer and attach the required documents. The buyer shall pay the bill and the required documents at the time of entrusting the bank.


[]10.1.5 acceptance change order (D/A)


After shipment, the Seller shall, through the Bank of the buyer, issue to the buyer a bill of exchange payable to the buyer at sight and the required documents for acceptance. The buyer shall immediately accept the draft and the required documents when the seller first issues the bill and pay the bill at the maturity date.


(3) remittance


[]10.1.6


The buyer shall, within [days] after the receipt of the required documents, [] after the bill of lading, pay the invoice value of the invoice value to the seller's account of the seller's designated bank by [wire], [mail], [draft].


10.2 relevant documents


The Seller shall prepare and submit the following documents to the buyer:


1. draft


The draft will be issued to the buyer (under the name of the bank, under the letter of credit payment) or by the buyer.


2. transport document (choose one of the following)


[]1] a full set of clean on board bill of lading, indicating that the consignee or the consignee or the Bank of the consignor, shall be issued in blank, [blank endorsed] and marked [freight prepaid] or [freight] to be paid.


[]2] issued to the ocean transport waybill for the transfer of the non transferable goods, marked freight / prepaid, [paid] or [payable], to notify the company.


[]3] multimodal transport document


[]4] air transport document (air document / air waybill)


[]5] railway transport documents


[]6] courier and postal receipt


3. other documents


1) commercial invoice


2] [insurance policy] [insurance certificate]


3) quality inspection certificate / inspection report / analysis certificate issued by the company.


4) certificate of origin []FORM A (GSP certificate of origin)


5) packing list


6) weight list


7] [delivery notice] [shipment need to know


1 to 7 documents are required to be original.


4. other documents (if necessary)


10.3 bank charges


In accordance with the payment method chosen according to the above 10.1 paragraphs, the buyer shall take the place of


[issuing bank (if payment is by L / C).


[collection bank (if paid in D/P or D/A).


[remittance bank (if paid by remittance).


All bank charges in the host country.


Unless otherwise agreed by both parties. The Seller shall bear all banking charges incurred outside the country.


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11. delivery terms


11.1 packaging


All goods must be packed to prevent moisture, rust, moisture, corrosion and vibration damage, and packing shall be suitable for [shipping], deck / non deck transportation, [multimodal transport, [container transportation].


The Seller shall bear the liability for damage or loss of the goods caused by inadequate or improper packing.


If inflammable dangerous goods are included in the goods to be shipped, the Seller shall specify the special points for attention in the transportation and handling on each package surface as well as other marking requirements for such items in the identification number or international practice and / or international rules.


The size, gross weight and net weight of each package and other necessary items such as "do not fall", "moisture-proof", "handle with care", "fixed", etc., should be printed on the surface of each package whenever necessary.


11.2 shipping terms


11.2.1 if shipment is carried out under CFR or CIF conditions, the Seller shall notify the buyer by cable / fax of the name of the shipment, the age of the vessel, the age of the ship and other details of the vessel, and the contract number of each shipment. The seller will be able to ship the goods after the buyer confirms the acceptance to the shipping company. However, the buyer can not delay the confirmation without delay. The buyer should confirm it within 5 working days of the 3 working days after receipt of the notice, otherwise it will be deemed to have been confirmed.


11.2.2 if the goods are shipped under FOB conditions, the buyer should book the shipping space according to the time of shipment stipulated in the contract. The Seller shall notify the buyer by cable / fax of the contract number, the name of the commodity, the quantity, the total amount, the total number, the total weight, the total volume and the date of shipment ready for shipment before the date of shipment stipulated in the contract. The buyer shall notify the contract number, the name, quantity, total amount, total number, gross weight and the date of shipment at the port of shipment before the date of shipment of the ship at the port of arrival at least before the date of shipment. The buyer shall at least arrive at the port of shipment at the date before the date of arrival of the ship at the port of shipment, notify the seller of the name of the vessel, the expected date of arrival and the contract number, so as to enable the seller to ship the goods. The buyer or his freight forwarder shall notify the seller in time if the transport vessel or arrival date needs to be changed, but not later than the expected date of arrival, so that the seller may make the necessary arrangements. If the ship does not arrive at the port of shipment within the day after the arrival of the buyer within the time of arrival, the buyer shall bear all the actual costs, including warehousing charges and interest, which will be calculated from the date of the day. However, this does not affect the seller's claim in accordance with the provisions of the contract and Incoterms.


If the transport ship arrives at the port of shipment according to the seller's notice and the seller fails to make the goods ready for shipment in time, the Seller shall be responsible for the empty charge and demurrage.


11.2.3 if shipment is effected under FOB/CFR/FCA conditions, the Seller shall send a dispatch notice to the buyer and / or its consignee immediately by telegraph / fax after the shipment is completed. The notice shall include the contract number, commodity name, quantity, gross weight, size, invoice value, bill of lading number, sailing date and the date of arrival at the port of discharge.


If shipment is made under FOB or CFR conditions, the seller fails to issue a notice of dispatch to the buyer and / or his designated consignee promptly so that the buyer can not insure the goods in time. The Seller shall be responsible for the damage and / or loss of the goods in transit.


11.2.4 this clause should be retained or deleted.


After shipment, the Seller shall, in accordance with the ship, send copies of the following documents in two copies to the buyer:


(1) ocean bills of lading (or other transport documents required according to the 10.2 clause second)


(2) commercial invoices (batch shipping must be marked with batch number).


(3) packing list


(4) weight / quantity


(5) certificate of origin


(6) quality inspection certificate / inspection report / analysis certificate issued by the company.


(7) other documents that need to be provided: the following are the following: 1.


11.2.5 the Seller shall send one copy of the documents listed in the above clause to the buyer or his consignee within the working days after the actual shipment date.


11.2.6 the shipment period is subject to the issuance of the tenth letter of credit in time.


Delivery date refers to the date of presentation, the date of the air waybill, the date of delivery of the railway, or the date of the multimodal transport document.


12. insurance


If shipment is effected under FOB, CFR, FCA or CPT conditions, the buyer shall be responsible for the insurance.


If shipment is carried out under CIF or CIP conditions, the Seller shall cover 110% of the invoice value against [F.] FPA, or [WPA] or [all risks]. Additional risks should include:


It is very popular.


It is very popular. It is very popular.


13. guarantee (choose 13.1 or 13.2 respectively)


[]13.1 seller shall ensure that the quality, specification and packing of all delivered goods are in conformity with the contract stipulations. The guarantee period should last until


If shipment is done in batches, the month after the last shipment will be completed.


[at the port of discharge, after the date of discharge, it will not exceed the date of delivery.


[when the goods arrive at the port of destination, they should not exceed the date of arrival of the goods at the port of discharge.


[both sides accept the date of acceptance of the certificate of acceptance, but not exceed the date of arrival of the goods at the port of discharge.


[]13.2 the Seller shall ensure that the quality, specification and packing of the goods delivered according to the contract are in conformity with the contract stipulations, and the seller does not guarantee that the goods are suitable for a specific purpose or environment, unless the contract otherwise provides or when the contract is signed, the seller has been informed. The guarantee period lasts until


[after delivery date, if partial shipment is made, the month after delivery of the last consignment will be completed.


[at the port of discharge, after the date of discharge, the delivery date will be delayed until the latest delivery date.


[when the goods arrive at the destination, they will not exceed the month after the arrival of the goods at the port of discharge.


[both sides shall sign the certificate of acceptance after the date of arrival, but shall not exceed the date of arrival of the goods at the port of discharge.


13.3 if the buyer finds that the goods are in breach of the aforesaid guarantee and passes the seller in accordance with Clause 17.1 in the guarantee period, and the reason for breach of the warranty is the seller, the buyer has the right to lodge a claim against the seller, and the buyer's warranty rights and seller's warranty obligations shall be settled according to the seventeenth clause.


The seller's warranty obligation shall be excluded if the written instructions in the factory are incorrect, or the product is not used correctly, or the normal wear and tear of the parts of the product is caused by the normal loss characteristics of the products.


14. test


14.1 before delivery inspection (from 14.1.4 or 14.2.2), the Seller shall apply to the inspection authority before the shipment of the goods for the quality, specification, quantity, weight, packing, safety, hygiene and health requirements of the goods.


[the provisions of this contract, or


[] the standard is to carry out inspection.


The inspection certificate issued by the above inspection institution constitutes one of the documents that must be issued by the seller when he requests payment.


Inspection institution;


In China: a) People's Republic of China import and Export Commodity Inspection Bureau


B) in China, if China's laws and regulations allow other inspection bodies to join.


In Germany, it will be added to the company.


[]14.1.2 factory inspection


The Seller shall provide the buyer with a factory basis before shipment.


[Contract], or


[standards]


Inspection report on the quality, specification, quantity, weight, packing and safety, hygiene or health requirements of the goods.


The above inspection report shall constitute one of the documents issued by the seller when payment is required.


14.2 arrival inspection


In order to guarantee deposit or other claims, the buyer has the right to arrive at the goods.


[final destination]


[after discharge port


The right to inspect the goods should be applied to the inspection authorities.


Inspection organ;


In China: a) People's Republic of China import and Export Commodity Inspection Bureau;


B) in the first half of the year.


{page_break}


In Germany, it is a combination of the buyer's choice or the German rule.


The buyer shall issue the inspection notice to the seller before the inspection, so that the seller has sufficient time to participate in the inspection, and the seller may decide for himself and take the cost to participate in the inspection. The seller will not participate if the buyer promptly notifications. The test may be carried out in the absence of the seller.


The buyer shall inspect the contract in accordance with the provisions of sections 17.1 (a) and (b) of this contract.


15. force majeure


A party whose performance is affected by force majeure shall notify the other party of the conditions as soon as possible, and shall send to the other party a certificate or document issued by the relevant agency or a neutral and independent third party after the occurrence of the event no later than on the day of the day.


If the event of force majeure continues to exceed the date of the contract, the parties to the contract can negotiate the execution or termination of the contract. If the two parties fail to reach an agreement within the month after the occurrence of the event of force majeure, either party shall have the right to terminate the contract. If the contract is so terminated, either party shall bear its own expenses and shall not claim compensation for the loss arising from the cancellation of the contract.


16. delay in compensation


16.1 if the buyer fails to pay the price at maturity, he has the obligation to pay the seller the unpaid price and the overdue interest. The interest rate shall be calculated according to the percentage of interest paid by the company on the date from the maturity date to the actual payment date, and the overdue interest shall be paid according to the seller's requirements.


16.2 failing to issue a letter of credit in time.


If the buyer fails to open a letter of credit on time, because of his own reason, the buyer shall pay the seller a fine unless there is a grace period between the two parties. The penalty shall be calculated on the basis of the ratio of the amount of the letter of credit, the percentage of the letter of credit, and the percentage of the letter of credit. When calculating the penalty, the amount of the penalty shall be less than that of the day.


16.3 delivery in time


If the seller fails to deliver all or part of the goods (including agreed documents) on time, the Seller shall pay the buyer a fine and a fine on the basis of his own reasons, unless the two parties have a grace period, and shall calculate the percentage of the total amount of the late delivery of the goods in accordance with the percentage of the gross sum of the late delivery of the goods. When calculating the penalty, the amount of the penalty shall be less than that of the day.


16.4 without prejudice to the powers enjoyed by the parties under section 18.1, the compensation stipulated in article 16.1 and / or 16.2 and / or 16.3 shall be the sole compensation for the loss caused by such delay.


17. period


17.1 if the quality, specification, quantity, weight, packing and safety, hygiene or health requirements of the goods do not meet the requirements of the contract, the buyer shall issue a notice of claim at the seller, and have the right to claim the seller's claim on the basis of the inspection certificate issued by the inspection agency stipulated in Clause 14.2 of this contract and to make a claim for it.


[]a] within days after arrival of the goods at the final destination, the day will not exceed the date of arrival of the goods at the port of discharge.


(]b) in the case of finding faults or defects in the warranty period, the reasons for the claim shall be listed at the latest within the week after the discovery of the fault. If the goods are not in conformity with the contract and the Seller shall be responsible for it, the Seller shall bear the cost immediately after receiving the notice from the buyer, or at most of the week.


[to repair or replace the goods, or to make up for the shortage, the buyer shall not claim or claim for the loss, unless the seller obviously fails to repair or replace it.


[to repair or replace the goods, or to make up for the shortage, and if the buyer suffers losses because of the seller, he shall compensate the buyer according to Clause 17.4.


[according to the extent of the defect of the goods, if the buyer suffers damage or loss, the price of the goods can be reduced through the agreement between the two parties according to the extent of damage and the amount of loss.


If the repair, replacement or reduction is apparently not within the time limit for negotiation between the two parties, and / or this does not meet a fundamental breach of contract, the buyer has the right to terminate the contract.


17.2 if the buyer fails to claim the claim within 17.1 (a) and (b) time, the buyer shall give up the right to claim for insufficient or obvious quality defects.


17.3 the Seller shall reply to the buyer's claim no later than the date of receipt of the inspection certificate issued by the inspection institution stipulated in Clause 14.2 of this contract. If the seller fails to reply within the above time limit, the buyer's claim is accepted.


Seventeen Point Four


The seller's liability in this contract shall be limited to direct loss and direct damage. This restriction does not apply to situations of gross negligence or intentional malfeasance.


The liability of the seller in the contract or breach of contract shall be limited to the total amount of the goods. This restriction does not apply to situations of gross negligence or intentional malfeasance.


As for the following cases, one of the above options is not applicable:


The default party should be responsible for the loss caused by the breach of the contract to the party who has not breaching the contract. If the default party foresees or should foresee the breach of the contract according to its known facts and circumstances, it may cause losses to the non default party.


18. termination of contract


18.1 unless otherwise specified, the contract shall be terminated in any of the following circumstances:


(1) through written agreement between the two parties; or


(2) if the other party completely fails to perform its obligations within the time limit stipulated in the contract, the extent of which is serious and fails to eliminate the effects of the breach or remedial measures within the time of receipt of the written agreement of the non defaulting party, in such a case, the non defaulting party shall give written notice to the other party to terminate the contract.


18.2 the termination of the contract shall not affect any rights of the terminating party, including, but not limited to, the right to compensation for damages suffered by the 17.4 party in connection with the termination of the contract.


Nineteen tax revenue


All taxes levied by the Chinese government in accordance with the effective tax law in connection with this contract and in the execution of this contract shall be paid by [[buyer] [seller], or the Chinese side of this contract. All taxes collected outside the territory of the People's Republic of China in connection with this contract and in the execution of this contract shall be paid by [] buyer, the German side of this contract.


All taxes should be based on the agreement on avoidance of double taxation between People's Republic of China and Federal Republic of Germany.


20. INCOTERMS


Unless otherwise stipulated in the contract, the terms of the contract shall be interpreted in accordance with the Incoterms (INCOTERMS 1999) International Chamber of Commerce 460th publication provided by the International Chamber of Commerce.


21. arbitration


Any dispute arising out of or in connection with this contract, including the establishment or termination of the contract, shall be decided by arbitration and ruled out by the general court.


In order to adjudicate disputes by arbitration, cases should be submitted to


[China International Economic and Trade Arbitration Commission]. The arbitration procedure should be conducted in People's Republic of China.


[German arbitration institution. Arbitration proceedings should take place in Germany.


The other international arbitration institutions such as the Paris International Chamber of Commerce, the arbitration agency of the Zurich chamber of Commerce or the Hongkong International Arbitration Center. )


   Arbitration process It shall be conducted in accordance with the rules of procedure of the above arbitration institutions chosen by both parties in English.


22. notice


Any notice shall be in writing, and shall be sent by hand, fax, telex or air express. When the contract is sent to the place designated by the contract, or if the contract is sent by facsimile or telegram, the notice shall be deemed to be served if the other party receives the letter one day after the date of delivery or if the contract is sent by letter.


23. other


23.1 annexes should be an integral part of cost contracts.


23.2 books contract In English, the files are used in the documents.


23.3 effective date


This contract shall enter into force (effective date).


[from the date of formal signing of authorized representatives from both sides.


After signing and ratification, the law requires approval. The approval shall be made within 30 days after the buyer signs and notifies the seller.


The other conditions are: the first, the second and the third.


The above terms are agreed by the buyer and the seller, and the buyers and sellers shall sign the following.


The buyer: the company is in the market.


Date: it is: the first, the second and the third.


Seller: seller, buyer, buyer, customer, manager, customer, customer, customer, clerk, clerk.


Date: it is: the first, the second and the third.

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