中日国际贸易合同范本MODEL TERMS OF CONTRACTS.docx

1、中日国际贸易合同范本MODEL TERMS OF CONTRACTS中日国际贸易合同范本（MODEL TERMS OF CONTRACTS）MODEL TERMS OF CONTRACTS FOR SALE OF GOODS(for sales Through Maritime Transportation Between Japanese and Chinese firms and Corporations) Contract Number: Date of Execution of Contract: Place of Execution of Contract: Seller:_ Add

2、ress:_ Country of Incorporation:_ Telex:_ Fax:_ Cable:_ Buyer:_ Address:_ Country of Incorporation:_ Telex:_ Fax:_ Cable:_ The Buyer and the Seller, through friendly negotiation, have executed this Contract on a basis of FOB, or CFR, or CIF and agreed to the terms and conditions stipulated below. 1.

3、 Name of Commodity: 2. Specifications/Quality: 3. Units: 4. Quantity: with ( )% more or less both in amount and quantity allowed at the Sellers ,or the Buyers option 5. Unit Price FOB/CFR/CIF:_- 6. Total Amount: 7. Country of Origin and Country of Manufacture: 8. Shipping Mark: 9. Shipment 9.1 Time

4、of Shipment:_ 9.2 Port of shipment:_ 9.3 Port of Unloading:_ 9.4 “On-deck” shipment is ,or is not allowed. 9.5 Transshipment is, or is not allowed. 9.6 Partial shipment is ,or is not allowed. 10. Terms of Payment 10.1 Method of Payment*Select one of the following from section 10.1.1(Sight Letter of

5、Credit), 10.1.2 (Letter of credit with Usance), 10.1.3(D/P),10.1.4(D/A), or 10.1.5(Remittance) 10.1.1 Sight Letter of Credit The Buyer shall, ( ) days prior to the first day of the time of shipment specified in this contract, within ( ) days after the execution of this Contract, establish in favor o

6、f the Seller an irrevocable letter of credit (L/C) payable at sight issued by (bank name) _, an international first class bank by telex, or cable, or SWIFT, or mail, the contents of which shall be in conformity with the terms of this Contract. The letter of credit shall not expire until ( ) days aft

7、er the last day of the time of shipment specified in the Contract. The statement “this credit is subject to Uniform Customs and Practice for Documentary Credits, 1983 Revision, International Chamber of Commerce Publication No.400” shall be contained in the letter of credit. 10.1.2 Letter of Credit w

8、ith Usance The Buyer shall, ( ) days prior to the first day of the time of shipment specified in this Contract, within ( ) days after the execution of this Contract, establish in favor of the Seller an irrevocable letter of credit (L/C) payable ( ) days after _,issued by (bank name) _, an internatio

9、nal first class bank by telex, or cable, or SWIFT, or mail, the contents of which shall be in conformity with the terms of this contract. The letter of credit shall not expire until ( ) days after the last day of the time of shipment specified in this Contract. The statement “this credit is subject

10、to Uniform customs and Practice for Documentary Credits, 1983 Revision, International Chamber of Commerce Publication No. 400” shall be contained in the letter of credit. 10.1.3 Document Against Payment (D/P) After shipment, the Seller shall deliver a sight bill (s) of exchange drawn on the Buyer to

11、gether with the required documents to the Buyer through a bank. The Buyer shall effect the payment immediately upon the first presentation of the bill (s) of exchange and the required documents, i.e. D/P. 10.1.4 Document Against Acceptance (D/A) After shipment, the Seller shall deliver bill(s) of ex

12、change drawn on the Buyer, payable ( ) days after _, together with the required documents to the Buyer through a bank for acceptance. The Buyer shall accept the bill(s) of exchange immediately upon the first presentation of the bill(s) of exchange and the required documents and shall effect the paym

13、ent on the maturity date of the bill(s) of exchange, i. e D/A. 10.1.5 Remittance The Buyer shall, within ( ) days after the receipt of the required document specified in section 10.2 below, within ( ) days after the date of the Bills of Lading, pay the invoice value of the goods to the Sellers accou

14、nt with a bank, designated by the Seller by means of T/T(Telegraph Transfer), or M/T (Mail Transfer), or D/D (Demand Draft). 10.2 Documents Required The following documents shall be prepared by the Seller and submitted to the Buyer: (1) Commercial Invoice in _copy (ies). (2) Full set of clean on boa

15、rd ocean Bills of Lading made out to _, or to order and blank endorsed marked freight prepaid, or to collect, notifying consignee or _. (3) Insurance Policy/Insurance Certificate (4) Quality Inspection Certificate/Inspection Report/Analysis Certificate (5) Certificate of Origin/FORM A (6) Packing Li

16、st/Weight List/Quantity List (7) Notice of Shipment/shipping Advice (8) The following other Documents: _ 10.3 Banking charges Depending upon the method of payment selected pursuant to clause 10.1 above, the Buyer shall bear all banking charges incurred in the country of L/C issuing bank ( in case of

17、 payment by L/C), Collecting Bank (in case of payment by D/P or D/A), Remitting bank ( in case of payment by remittance), and the seller shall bear all banking charges incurred outside such country. 10.4 Overdue Interest If the Buyer fails to pay any amount when due, the Buyer shall be liable to pay

18、 to the Seller overdue interest on such unpaid amount from the due date until the actual date of payment at the rate of ( ) percent per annum, Such overdue interest shall be paid upon demand of the Seller . 11. Terms of Delivery 11.1 Packaging All goods shall be packaged to prevent damage from dampn

19、ess, rust, moisture, erosion and shock, and shall be suitable for ocean transportation, multiple carrier transportation. The Seller shall be liable for any damage and loss of the goods attributable to inadequate or improper packaging. The measurement, gross weight, net weight of each package and any

20、 necessary cautions such as “Do not Stack Upside Down “, “Keep Away From Moisture”, “Handle With Care” shall be stenciled on the surface of each package with fadeless pigment, whenever necessary. 11.2 Terms of Shipment 11.2.1 If shipment is made under the terms or CFR or CIF, the Seller shall, not l

21、ater than ( ) days before the time of shipment, inform the Buyer by Telex, Fax or Cable of the name ,nationality, age and other details of the carrying vessel as well as the contract number for each shipment. The shipment shall not be effected without the confirmation from the Buyer with respect to

22、the acceptability of the vessel; provided that, the Buyer shall not unreasonably withhold such confirmation. The Buyer shall confirm the vessel within 3, 5, working days, otherwise the vessel shall be regarded as confirmed. 11.2.2 (This paragraph shall be maintained or deleted.) Upon written request

23、 of the Buyer and if and to the extent that such information is available, the Seller shall also inform the Buyer by Telex, Fax or Cable, not later than ( ) days before the time of the estimated total amount, the package numbers, the estimated total weight and volume, and the estimated date of arriv

24、al of the vessel at the port of shipment. 11.2.3 If shipment is made under the term of FOB, the buyer shall book shipping space in accordance with the time of shipment stipulated in this Contract, the Seller shall, at least ( ) days before the date of shipment stipulated in this Contract, advise the

25、 Buyer by telex, fax or cable of the contract number, the name of the commodity , the quantity , the total amount, package numbers, the total weight and volume and the date when the goods should be ready for shipment at the port of shipment. The Buyer shall, at least ( ) days before the estimated da

26、te or arrival of the vessel at the port of shipment, notify the Seller of the name of the vessel, the estimated date of lading and the contract number for the Seller to effect shipment. In case the carrying vessel or the date of arrival has to be changed, the Buyer or its shipping agent shall advise

27、 the Seller in time to make necessary arrangement. Should the vessel fail to arrive at the port of shipment within ( ) days after the arrival date advised by the Buyer, the Buyer shall bear all actual expenses, including, the storage expenses and interest charges, calculated form the ( ) day thereaf

28、ter. The Seller shall be liable for any dead freight or demurrage, should they fail to have the quantity of the goods ready for loading in time as stipulated, if the carrying vessel has arrived at the port of shipment as advised. 11.2.4 If shipment is made under the terms of FOB CFR of CIF, the Sell

29、er shall, immediately upon the completion of the loading of the goods, provide the Buyer and the consignee appointed by the Buyer, with notice of shipment by telex, fax or cable. The notice shall include the contract number, name of the commodity, quantity, net and gross weight, measurements, invoiced value, bills of lading number, sailing date and the estimated date of lading number, sailing date and the estimated date of arrival at the port of unloading. If the goods to be shipped include any flammable, hazardous or dangerous materials, the seller shall indicate on the surface of ea