英文合同模板光伏组件销售一般标准条款与条件英文.docx

1、英文合同模板光伏组件销售一般标准条款与条件英文Company Name Terms and Conditions of SaleThe terms and conditions of sale contained herein (and SELLER Warranty Statement, which is hereby incorporated by this reference) apply to all quotations made and purchase orders received by Company Name. (“SELLER”) and governs all purc

2、hases by the purchaser (“Buyer”) of products (the “Products”) from SELLER. THE ACCEPTANCE OF ANY OR ALL OF THE BUYERS PURCHASE ORDERS IS CONDITIONAL UPON BUYERS ASSENT TO THESE TERMS AND CONDITIONS IN LIEU OF THE TERMS CONTAINED IN BUYERS PURCHASE ORDER. SELLER hereby rejects all provisions containe

3、d in purchase orders or other communications or documents from Buyer that conflict with or are inconsistent with the terms contained herein. SELLERs failure to object to any provisions contained in Buyers purchase orders or other communications or documents will not be deemed a waiver of these provi

4、sions.1.General. These terms and conditions of sale are the entire agreement between the parties regarding the transaction hereunder and with respect to the Products, unless otherwise expressly agreed in writing by SELLER and Buyer. They supersede any prior or contemporaneous communications, represe

5、ntations or agreements between the parties, whether oral or written, regarding transactions hereunder or the Products. Any purchase order issued by Buyer for the Products is for informational and scheduling purposes only. The terms and conditions of Buyers purchase orders are of no force or effect a

6、nd all sales of the Products are and will be controlled by these terms and conditions. No modifications to these terms and conditions herein is enforceable except when in a writing that identifies itself as an amendment to these terms and conditions and which is signed by both parties. 2.Quotation a

7、nd Prices. All quotations are subject to the terms and conditions stated herein as well as any additional terms and conditions that may appear on SELLERs quotation. In the case of a conflict between the terms and conditions stated herein and those appearing on SELLERs quotation, these terms and cond

8、itions will control unless the quotation expressly provides otherwise. Unless otherwise specified in writing, all quotations are firm and valid for the period of time specified on the quotation. Budgetary quotations and estimates are for preliminary information only and shall neither constitute firm

9、 offers, nor impose any responsibility or liability upon SELLER. SELLER is not responsible for pricing, typographical, or other errors, in any quotation or offer by SELLER and reserves the right to reject or cancel any orders resulting from such errors.3.Orders. SELLER reserves the right to accept o

10、r reject all orders and to cancel any orders in SELLERs sole discretion. 4.Title and Delivery. Unless otherwise agreed to in writing by SELLER, all sales are made Ex Works (INCOTERMS 2010) point of shipment, SELLERs facility. Title and risk of loss will pass to Buyer upon tender by SELLER or SELLERs

11、 representatives to the carrier at SELLERs shipping point. Delivery is the time the Product is made available to carrier for pick up a SELLERs facility. Delivery dates are approximate and are based upon prompt receipt of all necessary items and information from Buyer (which may include payment). SEL

12、LER is not liable for delay in delivery (or non-delivery) due to causes beyond SELLERs control, including, but not limited to, acts of God, acts of Buyer, acts of civil or military authority, acts of terrorism, war, riots, priorities, fires, strikes, lockouts, delays in transportation and inability

13、due to causes beyond SELLERs reasonable control to obtain necessary labor, materials, manufacturing facilities, or compliance with any law, regulation or order, whether such circumstances or causes have been remedied. SELLER reserves the right, in its sole discretion, to allocate inventories and cur

14、rent production and substitute suitable materials when, its opinion, such allocation or substitution is necessary due to any such circumstances or causes. No penalty clause of any kind shall be effective.5.Prices. Buyer will be billed at the prices in the list price or specifically quoted to Buyer a

15、t the time of SELLERs acceptance of the order. All published prices are subject to change without notice. Unless otherwise stated in writing by SELLER, all prices quoted and billed are exclusive of transportation fees, insurance, taxes (including, without limitation, any use tax, sales tax, VAT or s

16、imilar tax), license fees, customs fees, duties and other charges related thereto, and Buyer shall report and pay any and all such shipping charges, premiums, taxes, fees, duties and other charges related thereto, and shall hold SELLER harmless therefrom. 6.Payment. Payment terms are stated in the q

17、uotation or acknowledgment documentation, and are subject to change if Customers financial condition or payment record merits such change. Buyer may be subject to a credit check and SELLER reserves the right to require Buyer to make a payment in advance of receipt of Products. SELLER may require tha

18、t international orders are accompanied by an irrevocable letter of credit confirmed through a U.S. bank acceptable to SELLER and to be drawn at sight when presented with proper documents consisting of (1) signed commercial invoice in triplicate and (2) clean airway bill for the Product. Alternately,

19、 SELLER may require payment or a wire transfer of funds be received before shipment. Past due balances shall be subject to a finance charge of the lesser of 1.5% per month or the maximum amount allowed by law. Buyer agrees to accept partial shipments in satisfaction of a single order; when partial s

20、hipments are made, pro-rata payments shall become due in accordance with the designated terms for each shipment. SELLER may withdraw credit, suspend or cancel performance under any orders or delay delivery of Products in the event Buyer fails to comply with these payment terms. All payment must be i

21、n United States dollars. 7.Taxes. Buyer shall pay sales, use, value added, goods and services, and all other similar taxes imposed by any foreign, federal, state, or local governmental entity for items and/or services, and all other similar taxes imposed by any foreign, federal, state, or local gove

22、rnmental entity for Products purchased pursuant the terms and conditions set forth herein, excluding taxes based solely on SELLERs net income. 8.Material Default. If Buyer becomes insolvent or bankruptcy proceedings are instituted against Buyer or Buyer makes an assignment for the benefit of its cre

23、ditors, any such event shall be deemed a material default, entitling SELLER to cease performance and to avail itself of all legal or equitable remedies it may have against Buyer. 9.Cancellation and Returns. All orders are firm and non-cancellable by Buyer. Buyer is responsible for the full price of

24、Products as ordered. Termination by mutual agreement is subject to the following conditions: (a) Buyer will pay for all Products which are completely manufactured and allocable to Buyer at the time of SELLER receipt of notice of termination; and (b) Buyer will pay all costs which have been incurred

25、by SELLER with regard to Products which have not been completely manufactured at the time of SELLERs receipt of any notice of termination, plus a pro rata portion of normal profit on the order using SELLER standard accounting practices. SELLER reserves the right to cancel or delay shipment of any or

26、ders placed by Buyer and accepted by SELLER, if Buyer: (x) fails to make any payments as provided herein, (y) fails to meet reasonable credit or financial requirements established by SELLER, or (z) otherwise fails to comply with the terms and conditions set forth herein. Product returns are subject

27、to SELLER approval and applicable charges.10.Changes. Upon written acceptance of SELLER, Buyer may make changes in the model or type of Products ordered or in the time or place of delivery or order quantity. Change of product or reduction in order quantities and/or extension or delay of scheduled sh

28、ipment dates will be subject to price adjustment as determined by SELLER and agreed to by the Buyer. SELLER reserves the right to reject any proposed changes and thus the original purchase product, order quantities, shipment dates, and prices shall remain in effect.11.Modifications and Discontinuanc

29、e. SELLER reserves the right, in its sole discretion and at any time, to modify any of the Products and to cease making any or all of the Products available. Upon written notice of discontinuance of any of the Products from SELLER, Buyer may cancel, without charge, all outstanding orders for Product

30、s that are discontinued.12.Installation. Buyer shall install Products solely in a manner consistent with the then-current installation guide documentation supplied by SELLER. SELLER reserves the right to change the installation guide from time to time. Access to Installed Products. Buyer shall ensur

31、e that SELLER has reasonable access to installed Products so that SELLER can measure their performance on an on-going basis throughout the life of the Products. Without limitation, Buyer shall obtain the right in its contracts with the end customer for SELLER to access and remotely monitor the insta

32、lled Products. 13.Product Regulations and Downstream Contracts. Buyer acknowledges that the Products are subject to regulations in various countries and jurisdictions and may be resold, installed and used only in those countries and jurisdictions identified in the documentation supplied by SELLER an

33、d, in each of those countries and jurisdictions, solely for specific applications that have been approved. As part of any sale or distribution of any system that incorporates the Products, Buyer shall ensure that the purchaser agrees in writing to be bound by, and adheres to, a contract that contain terms and restrictions that are consistent