SampleSalesContractE.docx

1、SampleSalesContractEDATED 200!SALES CONTRACT NAME - by and between -BUYER NAME BUYER- and -SELLER NAME SELLERTABLE OF CONTENTSPRELIMINARY STATEMENT 11.DEFINITIONS AND INTERPRETATION12.SCOPE OF CONTRACT13.CONTRACT PRICE24.PAYMENT25.DELIVERY46.PACKING AND SHIPPING MARKS57.INSPECTION AND CLAIM68.INSTAL

2、LATION, COMMISSIONING AND ACCEPTANCE OF THE EQUIPMENT79.WARRANTY910.SOFTWARE LICENSE1011.INTELLECTUAL PROPERTY INDEMNITY1212.TAXES1313.REPRESENTATIONS AND WARRANTIES1314.TERM1415.TERMINATION1416.CONFIDENTIALITY1517.BREACH OF CONTRACT1618.FORCE MAJEURE1619.SETTLEMENT OF DISPUTES1720.MISCELLANEOUS PRO

3、VISIONS20SCHEDULE A DEFINITIONS AND INTERPRETATION25SCHEDULE B - SPECIAL TERMS29ANNEX 1 - EQUIPMENT, SERVICES & DOCUMENTATION LIST AND PRICES31ANNEX 2 - SPECIFICATIONS32ANNEX 3 - PROJECT SCHEDULE33ANNEX 4 - ENGINEERING NOTES AND INSTALLATION RESPONSIBILITIES34ANNEX 5 - EQUIPMENT ACCEPTANCE TEST PLAN

4、35ANNEX 6 - SPECIMEN OF ACCEPTANCE CERTIFICATE36CAVEATS AND DRAFTING NOTES37SALES CONTRACT NAMETHIS CONTRACT (Contract) is made in the Contract Location and, China on the Contract Date set out in Schedule B (Special Terms) by and between the Buyer and Seller specified in Schedule B (Special Terms).

5、Buyer and Seller shall hereinafter be referred to individually as a Party and collectively as the Parties.PRELIMINARY STATEMENTAfter friendly consultations conducted in accordance with the principles of equality and mutual benefit, the Parties have agreed to enter into a sales contract in accordance

6、 with Applicable Laws and the provisions of this Contract.Now the Parties Hereby Agree as Follows:1. DEFINITIONS AND INTERPRETATIONUnless the terms or context of this Contract otherwise provide, this Contract shall be interpreted in accordance with Schedule A, and each of the terms used herein shall

7、 have the meaning ascribed to it in Schedule A (Definitions and Interpretation) or Schedule B (Special Terms) as the case may be.2. SCOPE OF CONTRACT2.1 Supply of Equipment and ServicesSeller shall supply to Buyer the Equipment and Services (as more specifically set out in Annex 1 hereto) for the Pr

8、oject in accordance with the terms of this Contract. Buyer shall pay Seller the Contract Price set out in Schedule B (Special Terms) hereto and shall perform its other responsibilities in accordance with the terms of this Contract.2.2 Project SupervisorsSeller and Buyer shall each nominate a represe

9、ntative as its project supervisor for the Project (each, a “Project Supervisor” and jointly, the “Project Supervisors”). Each Project Supervisor shall be authorized to deal with all technical matters in connection with the Equipment and the Services during the period from the Effective Date up to th

10、e expiration of the applicable Warranty Periods. Detailed arrangements for both regularly scheduled and emergency communications between the Project Supervisors shall be made through friendly consultation by Seller and Buyer. The Project Supervisors shall fully cooperate to resolve all technical iss

11、ues which may arise in respect of the Equipment and the Services. If there is any dispute between the Project Supervisors, they shall analyze the problem, clarify the responsibilities and, to the fullest extent possible, settle it at the Installation Sites through friendly consultation. During the p

12、eriod of Installation and Commissioning, the progress of work, the main work done every week, all problems arising and the suggested solution(s) shall be reported weekly by the Project Supervisors to Seller and Buyer.2.3 No Transfer of EquipmentBuyer acknowledges and agrees that the Equipment consti

13、tutes and embodies theConfidential Information and Intellectual Property of Seller .Without the prior written consent of Seller, Buyer may not directly or indirectly transfer the Equipment to any third party for consideration or without consideration.3. CONTRACT PRICE3.1 PriceThe Contract Price is s

14、et out in Schedule B (Special Terms).3.2 Consideration for PriceThis Contract Price covers:(a) the Equipment (including Hardware and Software License) and Services,(b) if Seller is the Party Responsible for Shipment, the cost of shipment of theHardware and Documentation to the Place of Delivery.3.3

15、Costs and ExpensesThe Contract Price does not cover costs and expenses that are for Buyers account under this Contract, or any taxes (including but not limited to customs duty and value added tax) payable by Buyer in respect of this Contract.4. PAYMENTBuyer shall pay Seller the Contract Price on the

16、 following terms:4.1 Advance PaymentThe Advance Payment shall be paid by Buyer to Seller by wire transfer to Sellers Designated Bank Account within ten (10) days after Buyer has received the following documents provided by Seller:(a) Pro forma invoice covering one hundred percent (100%) of the Contr

17、act Price in six copies;(b) Commercial invoice covering the Advance Payment in six copies; and(c) Sight draft covering the Advance Payment in two copies.4.2 Delivery PaymentThe Delivery Payment shall be paid by Buyer to Seller under an irrevocable letter of credit(“Letter of Credit”).Buyer shall fif

18、teen (15) days prior to the scheduled Delivery Date for first Shipment, open the Letter of Credit in favor of Seller for the Delivery Payment with a bank and in form and content acceptable to both parties. The Letter of Credit shall be available against Sellers draft(s) at sight drawn on the opening

19、 bank for the Relevant Percentage of the invoice price of each Shipment accompanied by the shipping documents as follows:(a) One original and two copies of Airway Bill or other document of title to be marked “Freight Collect Prepaid”, indicating shipping mark and consigned to Buyer.(b) Commercial In

20、voice covering the Relevant Percentage in three (3) originals and three (3) copies, indicating the Contract number, L/C number and shipping mark;(c) Packing list in three (3) originals and three (3) copies issued by Seller;(d) One (1) original and one (1) copy of a Certificate of Quality issued by S

21、eller;(e) One (1) copy of fax/email to Buyer advising particulars of delivery immediately after delivery to the carrier at the Port of Delivery has been made;(f) One (1) original and one (1) copy of certificate of origin;(g) Two (2) copies of export licenses issued by the relevant export authority o

22、r two (2)copies of the confirmation from Seller that no export license is required.(h) If Seller is the Party Responsible for Shipment, one (1) copy of insurance certificate specifying the risk type as all risk covering one hundred and ten percent (110%) of the invoice amount for such Shipment.The L

23、etter of Credit shall be valid until the twenty-first (21st) day after the date of last scheduled Shipment.4.3 Payment on AcceptanceThe Acceptance Payment for the Equipment shall be paid by Buyer by T/T within fifteen(15) days after Buyer has received the following documents from Seller:(a) Commerci

24、al invoice covering the Acceptance Payment in three (3) originals and three (3) copies;(b) One (1) original and one (1) copy of the Acceptance Certificate in respect of theProject.4.4 Shipment by SellerSeller shall commence Shipment once Buyer has paid the Advance Payment and opened the Letter of Cr

25、edit as prescribed in Articles 4.1 and 4.2.4.5 Bank ChargesEach party shall be responsible for its own bank charges.4.6 Title to HardwareFull title to all Hardware shall transfer from Seller to Buyer upon Buyers payment in full of the Contract Price.4.7 Late PaymentsIf Buyer fails to make any paymen

26、t within the time stipulated in this Article 4, then Buyer shall be liable to pay to Seller interest on such unpaid amounts from the due date through the date such delayed payment is made in full. The applicable rate of interest shall be the LIBOR rate for six-month U.S. dollar loans plus 2%.5. DELI

27、VERY5.1 Delivery ScheduleSeller shall deliver each Shipment to the applicable Place of Delivery on or before the applicable Delivery Date set forth in the Project Schedule. The number of Shipments shall not exceed the Maximum No. of Shipments set forth in Schedule B (Special Terms). If the Place of

28、Delivery is different from the Installation Site, then Buyer shall be responsible for transportation and insurance of each shipment from the Place of Delivery to Installation Site.5.2 Notification before ShipmentAt least two (2) weeks before making each Shipment, Seller shall send Buyer written noti

29、ce of all relevant shipping details, including description, quantity and approximate weight and size of the Equipment in each Shipment, and other information consistent with industry practice.5.3 Equipment DeliveryAll the Equipment shall be shipped in complete sets, except as otherwise agreed, i.e.,

30、 any special tools for installation, materials and easily worn-out parts shall be dispatched along with the relevant Equipment.5.4 Notification After ShipmentSeller shall notify Buyer by fax or email of all shipping details within two (2) working days after each Shipment has been dispatched. For eac

31、h large item, if any, over two (2) metric tons, the gross weight, measurement (L x W x H), name and price of such item shall be separately indicated.5.5 Customs Clearance DocumentsWithin a reasonable time after each Shipment has been dispatched, Seller shall mail theCustoms Clearance Documents specified in Schedule B (Special Terms).5.6 InsuranceThe Party Responsible for Shipment shall be responsible for obtaining insurance during shipment for the Equipment and Documentation in accordance with industry practice at its sole cost. If damage to the Equipment occurs during s