CONTRACT OF GOODS PROCUREMENT 国际货物采购合同 (本合同为中译英，翻译：张云军，2013年11月) 合同编号： Contract No： 合同签订日期：The Date of Contract Signature ： 合同签约地： The Place of Contract Signature： 买 方：Buyers： 卖 方：SellersCONTRACT OF GOODS PROCUREMENT
合同编号： Contract No：
合同签订日期：The Date of Contract Signature ：
合同签约地： The Place of Contract Signature：
This Contract is made and entered into by and between Parties hereto in Chinese and English with equal authenticity. Seller agrees to sell and Buyer agrees to buy the goods hereunder subject to the terms and conditions hereof and make the agreement as follows:
货物/设备名称Cargo/ Equipment Name
生产国及制造厂商Country of Origin and Manufacturer
安装调试费 Fee of Installation and commissioning
合计 TOTAL VALUE
大写金额：Amount in Words：USD Say U.S. Dollars______ only.
小写金额： Amount in figure：
The price and total contract amount set forth in the list of goods shall be counted price by US Dollar / RMB. The price of goods not only include any and all charges and fees prior to shipping to the port of , but also the payment of packaging, marks, shipping and insurance, as well as installment and commissioning of equipments which are advance charges beyond the border of China.
6.包装(适合海洋运输) Packing (seaworthy)）：
7.装船时间 Shipment date
8.装运口岸 Port of Loading
9.目的口岸 Port of Destination
Seller shall be responsible for brushing or indicating with the firm and unfading color the marks as follows in obviousness, and the port of destination, piece number, gross weight, net weight, measures and bulk ( in cubic meters) , as well as other marks required by buyer. In the event of dangerous and toxic goods, Seller shall be responsible of making obvious marks of Characteristics / illumination and the acceptable marks in practice.
11.交货条件：Terms of Delivery
Unless otherwise specified, the explanation of "CFR / CIF" shall be in accordance with International Chamber of Commerce ‘s "Incoterms" (INCOTERMS 2000).
12.货物生产标准Standards of Goods Production
Insurance shall be effected by Buyer where the terms of delivery is FOB or CFR.
当交货条件为CIF时，应由卖方按发票金额110%投保 险；附加险 。
Insurance shall be covered by Seller for 110% of in voice value against and accessory risks for the term of delivery is CIF. .
14.付款条件 Payment Terms
14.1 信用证（L/C）支付方式 Payment made by Letter of Credit
Buyer shall , one month prior the shipment of goods, establish with Bank of an irrevocable Letter of Credit in favor of Seller in the form of T/T, payable to Seller at the issuing bank against the documents stipulated in the term A 24 of delivery document herein. The said Letter of Credit shall remain in force till the 15th day after shipment.
14.2 托收D/P 或D/A支付Payment made by Collection (D / P or D / A paid)
Seller shall, after shipment of goods, issue documentary draft draw on Buyer, deliver to Seller with the documents through Seller’s bank and Bank with documents against payment at sight for delivery of goods.
货物发运后，卖方出具以买方为付款人的承兑跟单汇票，汇付款期限为 日后，按即期承兑交单（D/A 工作日）方式，通过卖方银行及 银行，经买方承兑后，向买方转交单证，买方按汇票期限到期支付货款。
Seller shall, after shipment of goods, issue a sight bill of exchange for acceptance drawn on Buyer, payable on and after days after delivery of the bill by Buyer, against acceptance by Buyer through Buyer’s bank and Bank. The documents shall be delivered to Buyer and Buyer effect the payment of goods on the time limit of bill.
Buyer should effected the payment of goods by T/T within 7days after delivery of the shipping documents stipulated under the term 23 herein.
Name, quantity, quality and Brand of Goods, Technical Requirement of Goods
Name, quantity, quality and brand of goods, as well as technical requirement of goods shall be confirmed in written agreement, and stipulated in the listing of Annex hereof.
16. 货物保质期 Term of Warranty
Term of warranty：（Shelf life of goods： years）保质期为： 年
17. 货物保修期Maintenance Warranty
货物保修期： 年，终身维护。如保修期内此批产品出现任何故障（使用不当及不可抗力因素除外）， 卖方接到通知7天内赶到现场解决。期间发生的任何费用（指维修、零配件及交通差旅费）均有卖方负责承担。卖方如未能遵守前述售后服务承诺，造成买方损失或影响买方工作，除赔偿买方损失外，还应该承担合同金额的10%违约金。对因产品质量原因造成的人身、财产损害，卖方承担全部法律责任和赔偿责任。
Maintenance warranty shall be years. In the event of any failure of this batch of product, except for improper use and force majeure, Seller shall, within seven days on and after receiving the notice, to resolve such failure on scene. Any cost in the period of warranty, include maintenance, spare parts and transport for working travel, shall be born by Seller. Where Seller’s failure to abide by preceding commitment for service and incur the loss and damage to Buyer or prejudice to Buyer’s work, Seller should pay breach fine equaling to 10% of contract amount in addition to make compensation of Buyer’s loss. Seller shall be liable for legal and compensation of responsibilities for any damage of person body and property due to the cause of product’s quality.
Except consent and acceptance of Buyer all other matters concerned herein should be subject to Clause of Delivery in Part II hereof, which is integral part of this contract. Any annex term and clause hereto shall be automatically prevail, if any collision between them , annex term and clause shall be prevail.
19. 以下条款适用于FOB条件（For FOB Terms:）
The shipping space for the goods under this contract shall be booked by Buyer or its shipping agent.
Sellers shall undertake to load the contracted goods on board the vessel nominated by Buyers on any date notified by the Buyers, within the time of shipment stipulated in the Clause (8) of this Contract.
Buyer should , 10-15 days prior to the date of shipment notice Seller by cable with the information of contract No., description of goods, vessel name, expected date of shipment and agent so as to enable Seller to contact the shipping agent and arrange the shipment of goods. Seller should report the information of contact to Buyer in time. Where for any reason which make necessary to replace the named vessel or, earlier or later of arrival shipping port of vessel, Buyer or its agent should inform Seller in time and Seller should also keep close contact with Buyer or its agent.
Should Seller fail to load goods on board the vessel or under its suspender when the vessel booked by Buyer reach shipping port Seller should born all expenses and loss taken by Buyer including dead freight, demurrage and other loss or damage incurred by Buyer arising therefrom.
Should the vessel be withdraw or postponed or shutout of goods but such information fail to be noticed to Seller to stop delivery of cargo, the calculation of loss of storage expense and insurance premium as sustained at the load port should be based on the date of shipping notified by agent, or subject to the date of cargo’s arriving port if the date of arriving port is latter than the date notified by agent. All expenses shall be born by Buyer from the 16th day after expiry of the free storage days with exception of Force Majeure. The above mentioned expenses should be paid against the verification of original vouchers by Buyer, however, Seller should load cargo forthwith at the date of arriving of ship notified by Buyer and effect the payment of fees concerned and bear risks, all preceding expenses shall be paid against presentation of the original vouchers subject to be checked.
20. 以下条款适用于C&F条件 For C&F Terms:
Seller shall, within the time stipulated in Clause 8 hereof, effect the shipment of cargo on the direct vessel to China’s port from the loading port, without prior permission of Buyer transshipment is not allowed. No vessel with the flag unacceptable to China’s port authorities can be allowed to load the cargo.
The vessel chartered by Seller should be seaworthy and suitable for goods carriage. Seller should use his best endeavors to be careful and prudent to select carrier and ship. The vessel of non-member of Protection and Indemnity (P&I) could not be acceptable for carriage.
The vessel carrying goods which charged by Seller shall, within the normal and reasonable time, arrive the port of destination, and not be allowed to unreasonable aviation.
The age of the vessel charged by Seller in no case shall be exceed 15 years. The extra average insurance premium for the vessel of age exceeding 15 years shall be born by Seller. The vessel exceeding 20 years of age shall never be acceptable by Buyer.
To the extent that loading each over 1,000 M/T or other loading less 1,000 M/T which nominated by Buyer, Seller should notice Buyer by the telex or cable at lest prior to 10 dates information of contract number, commodity name, quantity, the name / age / nationality of vessel, main criterion of vessel, expected loading date, expected reaching port of date , vessel company and telex / cable address.
To the extent that loading each over 1,000 M/T or other loading less 1,000 M/T which nominated by Buyer, The Master of such vessel should, at seven (7) days and twenty-four (24) hour prior to the date of reaching destination port, notify Buyer by telex or cable the information of expected reaching time, contract number, commodity name and quantity.
20.7.如果货物由班轮装运，载货船只必须是______船级社最高船级或船级协会条款规定的相同级别的船级，船只状况应保持至提单有效期终了时止，以装船日为准船龄不得超过20年。超过20年船龄的船只，卖方应负担超船龄外保险费。买方绝不接受超过25年船龄的船只。If goods are to be shipped per liner vessel under liner Bill of Lading， the carrying vessel must be classified as the highest ___ or equivalent class as per the Institute Classification Clause and shall be so maintained throughout the duration of the relevant Bill of Lading. Nevertheless， the maximum age of the vessel shall not exceed 20 years at the date of loading. The seller shall bear the average insurance premium for liner vessel older than 20 years. Under no circum -stances shall the Buyer accept vessel over 25 years of age.
For breakbulk cargoes， if goods are shipped in containers by the Seller without prior consent of the Buyer， a compensation of a certain amount to be agreed upon by both parties shall be payable to the Buyer by the Seller.
The Seller shall maintain close contact with the carrying vessel and shall notify the Buyer by fastest means of communication about any and all accidents that may occur while the carrying vessel is on route. The Seller shall assume full responsibility and shall compensate the Buyer for all losses incurred for its failure to give timely advice or notification to the Buyer.
21. CIF条件 CIF Terms：
Under CIF terms, except application of Clause 15 C&F, no franchise shall be allowed for the insurance of goods with responsibility of Seller.
22.装船通知 Advice of Shipment
Seller should, within 48 hours following the completion of loading of goods on board, advice Buyer by cable or telex of contract number, goods name, weight (gross/net) or quantity loaded, invoice value, vessel name, loading port, sailing date and expected time of arrive (ETA) at the port of destination. Seller should, if Seller fail to advice the notice of loading to Buyer by cable or telex and make Buyer fail to effect insurance in time be liable for making compensation for any and all of damage / loss arising therefrom.
The Seller shall present the following documents to the paying bank for negotiation of payment：
Full set of documents of shipping including clean Bill of Lading of on board making out to order and blank endorsed with the notifying transport company at the port of destination, and “freight prepaid” for C&F/CIF Terms or “Freight to collect” for FOB/FAS Terms thereon.
Commercial invoice in triplicate, with indication of contract number, credit number, product name, detailed specifications and shipping marks.
Two copies of packing list and/or weight memo with indication of the name of each goods, specification/ type, gross and net weight of each package and/or measurements volume.
Two copies of the certificates of quality, original and quantity/weight issued by the manufacturer and/or a qualified independent notarization at loading port, indicating all specifications of goods are in conformity with the stipulations in Letter of Credit.
One duplicate copy of the cable or telex advice of shipment as stipulated in Clause 17 of the Terms of Delivery.
A letter attesting that extra copies of abovementioned documents have been dispatched.
A letter attesting that the nationality of the carrying vessel has been approved by the Buyer.
If insurance being effected by Seller, the certificates of insurance against All Risks and War Risks for the invoice value plus 10% should be submitted.
23.A．9. 卖方需提供FORM A、机电设备类需提供CE ROSH.
The seller must provide the FORM A and provide CE ROSH for electromechanical equipment.
Any original document（s） made by photographic system， automated or computerized system or carbon copies shall be unacceptable unless be clearly marked as “ORIGINAL.”thereon and certified with signatures in hand writing by authorized officers of the issuing company or corporation.
Through Bill of Lading， Stale Bill of Lading， Short Form Bill of Lading shall be unacceptable.
Where the payment made by Letter of Credit, third Party appointed by the Beneficiary as shipper shall be unacceptable unless such Third Party Bill of Lading is made out to the order of shipper and endorsed to the Beneficiary and blank endorsed by the Beneficiary.
Documents issued earlier than the opening date of Letter of Credit shall not be acceptable.
In the case of C&F/CIF shipments， Charter Party Bill of Lading shall be unacceptable unless Beneficiary provides one copy of the Charter Party， Master‘s of Mate’s receipt， shipping order and cargo or stowage plan and/or other documents called for in the Letter of Credit by the Buyer.
The seller shall dispatch， in care of the carrying vessel， two copies each of the duplicates of Bill of Lading. Invoice and Packing List to the Buyer‘s receiving agent，at the port of destination.
Immediately after the departure of the carrying vessel， the Seller shall airmail one set of the duplicate documents to the Buyer and three sets of the same to _____Transportation Corporation at the port of destination.
The Seller shall assume full responsibility and be liable to the Buyer and shall compensate the Buyer for all losses arising from going astray of and/or the delay in the dispatch of the above mentioned documents.
Banking charges outside the People‘s Republic of China shall be for the Seller’s account.
If the goods under this Contract are to be dispatched by air， all the terms and conditions of this Contract in connection with ocean transportation shall be governed by relevant air terms.
Instruction leaflets on dangerous cargo： For dangerous and/or poisonous cargo， the Seller must provide instruction leaflets stating the hazardous or poisonous properties， transportation， storage and handling remarks， as well as precautionary and first-air measures and measures against fire. The Seller shall airmail， together with other shipping documents， three copies each of the same to the Buyer and______ Transportation Corporation at the port of destination.
Inspection & claims：In case the quality， quantity or weight of the goods be found not in conformity with those as stipulated in this Contract upon re-inspection by the China Commodity Import and Export inspection Bureau within 60 days after completion of the discharge of the goods at the port of destination or， if goods are shipped in containers， 60 days after the opening of such containers， the Buyer shall have the right to request the Seller to take back the goods or lodge claims against the Seller for compensation for losses upon the strength of the Inspection Certificate issued by the said Bureau， with the exception of those claims for which the insurers or owners of the carrying vessel are liable， all expenses including but not limited to inspection fees， interest， losses arising from the return of the goods or claims shall be borne by the Seller. In such a case， the Buyer may， if so requested， send a sample of the goods in question to the Seller， provided that sampling and sending of such sample is feasible.
Damages： With the exception of late delivery or non-delivery due to “Force Majeure” causes， if the Seller fails to make delivery of the goods in accordance with the terms and conditions， jointly or severally， of this Contract， the Seller shall be liable to the Buyer and indemnify the Buyer for all losses， damages， including but not limited to， purchase price and/or purchase price differentials， deadfreight， demurrage， and all consequential direct or indirect losses. The Buyer shall nevertheless have the right to cancel in part or in whole of the contract without prejudice to the Buyer‘s right to claim compensations.
Force Majeure：Neither the Seller or the Buyer shall be held responsible for late delivery or non-delivery owing to generally recognized “Force Majeure”causes. However in such a case， the Seller shall immediately advise by cable or telex the Buyer of the accident and airmail to the Buyer within 15 days after the accident， a certificate of the accident issued by the competent government authority or the chamber of commerce which is located at the place where the accident occurs as evidence thereof. If the said “Force Majeure” cause lasts over 60 days， the Buyer shall have the right to cancel the whole or the undelivered part of the order for the goods as stipulated in Contract.
Arbitration： Both parties agree to attempt to resolve all disputes between the parties with respect to the application or interpretation of any term hereof of transaction hereunder， through amicable negotiation. If a dispute cannot be resolved in this manner to the satisfaction of the Seller and the Buyer within a reasonable period of time， maximum not exceeding 90 days after the date of the notification of such dispute， the case under dispute shall be submitted to arbitration if the Buyer should decide not to take the case to court at a place of jurisdiction that the Buyer may deem appropriate. Unless otherwise agreed upon by both parties， such arbitration shall be held in Beijing, and shall be governed by the rules and procedures of arbitration stipulated by the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade. The decision by such arbitration shall be accepted as final and binding upon both parties. The arbitration fees shall be borne by the losing party unless otherwise awarded.
买 方 buyer
甲方（章）signature or seal of party：
开户银行bank of deposit：
税号Taxpayer identification number：
卖 方 seller
乙方（章）Signature or seal of party B：
开户银行bank of deposit：
税号Taxpayer identification number：