CONTRACT
CONTRACT NO.: JU2000E4-DNS-PO-
The Buyer: DALIAN SHIPBUILDING INDUSTRY CO.LTD(DSIC)
Address: No.1HAIFANG STREET, DALIAN, P.R. China
Tel: (86-411) 84482798 Fax: (86-411) 84482017
The Seller:
Address:
Tel: Fax:
The User: CHINA OILFIELD SERVICES LIMITED (COSL)
This Contract is made by and between the Buyer and the Seller; whereby the Buyer agrees to buy and the Seller agrees to sell the under-mentioned commodity according to the terms and conditions stipulated below:
1. DETAILS OF COMMODITIES
Should the Buyer(s) further order the same Commodity at the same year and next year, the Sellers hereby agree to provide the Commodity with same unit price and quality as describe herein.
2. COUNTRY OF ORIGIN AND MANUFACTURER
3. PACKING
Unless otherwise specified in Contract, the supplied goods shall be packed by export
standard protective measures. Such packing shall be suitable for long distance ocean and
inland transportation and well protected against dampness, moisture, shocks, rust and
rough handling so as to ensure that the goods will safely arrive at the site without any
damage due to the above mentioned reasons.
The Seller shall be liable for any rust, damage and loss caused by inadequate or improper packing or protective measures provided by Seller.
The Seller shall provide the Buyer the shipping documents together with quarantine certificate for wooden packing materials. Two copies of the each packing list and the quality certificate shall be packed in each package. One copy is inside and the other outside.
Packing materials shall not allow using the wooden with skin and worm or any alive egg. 4. SHIPPING MARK
The Seller shall mark on the four adjacent sides of the each package with fadeless paint the package number or serial number of the package, gross weight, net weight, measurement, contract No., port of destination and necessary wordings such as “KEEP AWAY FROM MOISTURE”, “HANDLE WITH CARE”, “THIS SIDE UP” and “KEEP DRY” etc. And the shipping mark:Contract No. JU2000E4-DNS-PO-
DALIAN SHIPBUILDING INDUSTRY CO.LTD
Dalian, P.R.CHINA
HULL NO.: JU2000E-04
Destination
The Seller shall mark on two sides of each package which weight is 0.5 ton or more or cubage is one cube meter or more in English with appropriate transportation marks common in international, the “center of gravity” and “point of slinging” in order to facilitate loading, discharging and handling.
5. TIME OF SHIPMENT:
6. PORT OF SHIPMENT:
7. PORT OF DESTINATION: DALIAN, the P.R. CHINA
8. INSURANCE
a) Under EXW, FOB, FCA and C&F terms, insurance to be covered by the Buyer.
b) Under CIF and CIP, insurance to be covered by the Seller with the Buyer as the
beneficiary for 110% of invoice value of the goods shipped against all risks.
9. PAYMENT
a) By Direct Remittance (T/T)
Payment shall be effected by the Buyer, by Telegraphic Transfer within Forty-five (45) business days upon receipt from the Seller of the goods and all supporting documentations, specified in Clause 10 of this Contract and subject to Acceptance Report.
b) By Letter of Credit (L/C) 90%
①Under Letter of Credit: The Buyer, upon receipt from the Seller of the shipping
advice specified in Clause 12 hereof, shall within 20 calendar days prior to the
date of shipment, opens an irrevocable Letter of Credit with Bank of China,
Bank of China, Liaoning Branch, Dalian, China, in favor of the Seller, for 90%
of total value of contract. The credit shall be available against Seller’s draft(s)
drawn at sight on the opening bank for 100% invoice value accompanied by
the shipping documents specified in Clause 10 hereof. The opening bank shall
effect payment (by telegraphic transfer) against presentation to them of
aforementioned draft(s) and documents. The letter of credit shall be valid until
the 21th day after the shipment is effected
②The Buyer shall pay the remainder of total value of the Contract to the Seller
within 60th business days by Telegraphic Transfer (T/T) after acceptance and upon
receipt of a WARRANTY BOND or a Bank Guarantee which amount should equal to
10% of total contract value or after the CERTIFICATE OF ACCEPTANCE is presented
by the Buyer. This payment shall be deducted by any penalties incurred in this
Contract.
Note: the following address is applied to L/C and T/T payment.
Beneficiary:
Address:
Name of Bank:
Account No.:
Bank Address:
Swift Code:
Bank Phone & Fax:
c) All the banking charges incurred in China shall be borne by the Buyer while all
banking charges incurred outside China shall be borne by the Seller.
10. DOCUMENTS
(1) Bill of Lading / Airway Bill
A) In case of sea freight
Three originals and two copies clean on board ocean bills of lading marked “Freight
Prepaid” (CIF and C&F)/ “Freight to Collect”(FOB), Contract No. and shipping mark
made out to order and blank endorsed, notifying the Buyer with typing its complete
address and telephone number.
B) In case of air freight
One original and two copies airway bill marked “Freight Prepaid” (CPT, CIF and C&F)/
“Freight to Collect”(FOB), Contract No. and shipping mark and consigned to the Buyer.
(2) Invoice in three originals and two copies indicating contract number and shipping mark
(in case of more than one shipping mark, the invoice shall be issued separately), made out in details as per the related contract.
(3) Packing list in three originals and two copies with indication of shipping weight, shipping
mark, numbers of boxes, sizes and invoice number.
(4) Certificate of Quality and Quantity in one original and two copies issued by the
Manufacturers / Seller.
(5) Certificates of HEAT TREATMENT in one original issued by Local Authority (such as
Department of Agriculture, etc.) for conifer solid wood packing.
(6) Copy of fax to the Buyer advising particulars of shipment immediately after shipment is
made.
(7) Certificate of Origin in one original and two copies.
(8) Technical Documents concerned.
11. SHIPMENT
(1) The Seller shall ship the goods within the shipment time from the port of shipment to the port of
destination.
(2) Trans-shipment and partial shipment are not allowed (unless specified elsewhere in this
Contract). All fees related to handling, transportation and Custom clearance shall be borne by the Seller for the shipments beyond which specified in this Contract.
(3) A vessel flying/A aircraft painted the flag of the country that the Buyer cannot accept shall not
carry the contracted goods.
12. SHIPPING ADVICE
●Under payment terms of T/T: Immediately after the goods have been
shipped/dispatched,
●Under payment terms of L/C: At least 30 calendar days before the goods are going to
be shipped/dispatched,
The Seller shall send the Buyer and the consignee by fax a shipping advice giving particulars including at least:
(1) Contract number,
(2) Name of the goods,
(3) Quantity delivered including number of package, total measurement, gross and
net weight,
(4) Total value,
(5) Name and sailing/flying date of the carrying vessel/aircraft,
(6) Port of departure and destination,
(7) In the event of the Buyer being unable to arrange for insurance in
consequence of the Seller failure to send the above advice in time, the Seller
shall be held responsible for all the losses thus sustained by the Buyer.
13. WARRANTY
The Seller shall guarantee that the commodity hereof is made of the best materials, with first class workmanship, brand new and unused, and complies in all respects with the quality and specification stipulated in the Contract. The Seller shall also bear the responsibility of design disfigurement and wrong under no specified standards. The goods supplied by Seller should be suitable installed and adjusted aboard. The guarantee period shall be thirty (30) months counting from the date on which the commodity arrives at the port of destination or eighteen
(18) months from the date of signing of the Delivery and Acceptance Protocol of the Vessel
signed by the Buyer & the Seller, whichever longer one applied. Should the quality, specification or quantity of the goods are found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the guarantee period shall be counted again from the date of replacement or repair stipulated in Clause 14 hereof having been made.
14. CLAIMS
(1) Within (90) business days after the arrival of the goods at destination, should the quality,
specification or quantity be found not in conformity with the stipulations of this contract except those claims for which the insurance company or the owners of the vessel/aircraft are liable, the Buyer shall, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation.
The Certificate so issued shall be accepted as the base of a claim. The Seller, in accordance with the Buyer’s claim shall be responsible for the immediate elimination of the defects(s), complete or partial replacement of the commodity or shall devaluate the commodity, according to the state of defect(s).
(2) In case that the Seller are liable for the discrepancies and a claim is lodged by the Buyer
within the time-limit of inspection and quality guarantee period as stipulated in Clause 13 of this Contract, the Seller shall settle the claim upon the agreement of the Buyer in one or a combination of the following ways:
(3) Agree to the rejection of the goods and refund to the Buyer the value of the goods so
rejected in the same currency as contracted herein, and to bear all direct losses and expenses in connection therewith including interest accrued, banking charges, freight, insurance premium, inspection charges, storage, stevedore charges and all other necessary expenses required for the custody and protection of the rejected goods.
a) Devalue the goods according to the degree of inferiority, extent of damage and
amount of losses suffered by the Buyer.
b) Replace with new parts that conform to the specifications, quality, and performance as
stipulated in this Contract, and bear all the expenses and direct losses sustained by
the Buyer. The Seller shall, at the same time, guarantee the quality of the replaced
parts for a further period according to Clause 13 of this Contract.
c) Repair or remove the defects and discrepancies of the goods under this Contract by
Seller’ personnel at Seller’s expense, if Seller can not send their personnel to do it,
Buyer will have the right to do the repair or removal upon the Seller’s agreement, and
Seller shall bear all the costs occurred thereof.
(4) The claims above-mentioned shall be regarded as being accepted if the Seller fails to
reply within five (5) business days after the Seller receives the Buyer’s claim.
15. FORCE MAJEURE
The Seller shall not be held responsible for the delay in shipment or non-delivery of the goods due to Force Majeure, such as war, serious fire, flood, typhoon, earthquake, and other cases which will be recognized by both parties upon agreement as being a case of Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Seller shall advise the Buyer by fax immediately of the occurrence mentioned above and within fourteen days thereafter, the Seller shall send by registered airmail/DHL to the Buyer immediately of the occurrence mentioned above and within fourteen days (Calendar Day) thereafter, the Seller shall send by airmail to the Buyer for their acceptance a certificate of the accident issued by the Competent Government Authorities where the accident occurs as evidence thereof.
Under such circumstances the Seller, however, are still under the obligation to take all
necessary measures to hasten the delivery of the goods. In case the accident lasts for more than ten (10) weeks, the Buyer shall have the right to cancel the Contract.
16. LATE DELIVERY AND PENALTY
Should the Seller fail to make delivery on time as stipulated in the Contract, with the exception of Force Majeure caused specified in Clause 15 of this Contract, the Buyer shall agree to postpone the delivery on condition that the Seller agrees to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 10% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 1% for each Calendar Week. In case the Seller fails to make delivery eight weeks later than the time of shipment stipulated in the Contract, the Buyer shall have the right to cancel the Contract and the Seller, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyer without delay.
If the goods delivered is inconsistent with the Buyer approved drawings the Seller should compensate Buyer the cost for the Shipyard rework and/or modification.
17. OTHER PENALTIES
(1) Seller should submit drawings and documents to Buyer on time as stipulated in the
Technical Agreement after award of this Contract.
(2) If the goods delivered is over the weight budget with the Buyer approved drawings
the Seller should compensate Buyer the one percent (1%) of Contract Price for each
three percent (3%) of weight increment.
(3) If the noise level of the goods is not complied with the standard and/or requirements
stipulated in Attachment B the Seller shall compensate Buyer the cost for the work
and/or modification to reduce the level to the standard.
18. ARBITRATION
(1) Both parties shall settle all disputes arising in execution of or in connection with this
Contract through friendly negotiation. In case no settlement can be reached within (30) Calendar days of commencement of such negotiation, the disputes shall be submitted for arbitration.
(2) Any dispute in international trade which is referred to formal arbitration under Sub-Clause
18. (1) Shall, under any other arbitration is alternatively proposed by Seller at the time of
bid and agreed by the Buyer, finally be settled by China International Economic and Trade Arbitration Commission (CIETAC)in accordance with its arbitration rules/procedures. Unless otherwise agreed by the parties, the official language of arbitration shall be English.
(3) The arbitration award shall be final and binding on both parties.
(4) The arbitration fee shall be borne by the losing party except as otherwise awarded by the
Arbitration Commission.
(5) In the course of arbitration, the Contract shall be continuously executed except the part
under arbitration.
19. CONFIDENTIALITY
Seller shall treat all information concerning Buyer’s operations obtained by Seller in the
course of this inquiry as confidential and shall not divulge any such information to any third party and shall not permit any of its officers, employees or agents to do so.
20. TERMINATION
From the date of the signature of the Contract and up to five (5)weeks after the date of shipment as stipulated in clause 5 of the Contract, the Buyer is entitled to cancel the Contract by giving the Seller notice in writing. In such event, the Buyer shall compensate the Seller for its costs and damages incurred which compensation is agreed as the sum equivalent to 70% of total Contract value. The compensat ion shall be paid to the Seller’s bank account within fourteen days from the date on which the written notice of cancellation of the Contract is received by the Seller. No cancellation by the Buyer shall be permitted if it occurs more than five (5) weeks after the date of shipment.
21. APPLICABLE LAWS
Buyer and Seller must comply with all applicable laws of the People’s Republic of China.
22. TAXES
(1) All taxes in connection with the execution of this Contract levied by the Chinese
Government on the Buyer in accordance with the tax laws in effect shall be borne by the Buyer.
(2) All taxes in connection with the execution of this Contract levied by the Chinese
Government on the Seller in accordance with the tax laws in effect and the agreement between the Government of th e People’s Republic of China and the Government governing the Seller’s company for the Reciprocal Avoidance of Double T axation and the Prevention of Fiscal Evasion with respect to Taxes on income and Property shall be borne by the Seller.
(3) All taxes arising outside of China in connection with the Execution of this Contract shall
be borne by the Seller.
23. SPECIAL PROVISIONS
All correspondence between both parties with the execution of the Contract shall be written in the English language.
24. IN WITNESS THEREOF
This Contract is signed by each party in ( 4 ) originals, the Buyer holds ( 3 ) original(s), and the Seller holds ( 1 ) original(s).
25. IN THE EVENT OF the Buyer’s or Seller’s registered name being changed or the Buyer or
Seller becoming a new Buyer as a result of the Buyer’s or the Seller’s organization restructuring, acquisition, merge or public listing during the period of this contract, all the rights, responsibilities and liabilities of the party so affected shall automatically be assigned to the new Buyer that comes into existence therefor. Both parties agree that all the rights and responsibilities under this contract shall not be affected as a result of these occurrences.
26. SUPPLEMENT OF CONTRACT
The attachment A , B and C of this contract is the part of indivisibility of this contract.
Attachment A:GUARANTEE SERVICE AGREEMENT
Attachment B: TECHNICAL AGREEMENT
Attachment C: PRICE CHART
The Buyer:
DALIAN SHIPBUILDING INDUSTRY CO.，LTD
Typed Name
Signature/Date
The Seller:
Typed Name
Signature/Date
The User:
CHINA OILFIELD SERVICES LIMITED (COSL)
Typed Name
Signature/Date
Attachment A
Guarantee Service agreement
Date:
WHEREAS: The Buyer(s) and the Sellers have entered into a purchasing Contract under contract No:for purchasing for JU2000 Jack-up Rig (Hull No. JU2000E-04).
NOW, THEREFOR: In consideration of the premise and for other good consideration, not withstanding anything contained in the Contract to the contrary, the parties hereto agree as follows:
(1) Sellers shall appoint qualified and skilled guarantee engineer(s) (Engineer) to
serve on the JU2000E-04 for a period of working days (Service Period) without any charges to the Buyer(s) for the purpose of guarantee service after selling of Equipment. These guarantee service shall include but not limited to guide, test, inspect, even repairing, if any, and supply necessary parts connection with Equipment. All the tools and meters used by Engineer for guarantee service shall be prepared by Sellers.
(2) After Equipment is received by Buyer(s), Sellers should advise Buyer(s) in
sketch/drawings or instructions the relevant conditions and items to be completed by Buyer(s) as the essential prepare conditions of the guarantee service provided by Sellers.
(3) The guarantee service of equipment shall start after the Equipment has arrived in
Buyer(s)’s yard. Sel lers shall receive from Buyer(s) an approximate notice by telefax of the roughly traveling schedule together with an invitation for the purpose of Engineer preparing his works and visa.
Buyer(s) shall give the Sellers fourteen (14) days approximate notice, and seven (7) days definite notice by telefax of the commencement date of guarantee service of Equipment. Sellers shall promptly acknowledge receipt of such notice.
(4) Engineer should arrive in Buyer(s)’s yard on or before the commencement date o f
guarantee service, and then to be conducted by the Notifier engaged in Purchasing Division of Buyer(s) to Construction Division of Buyer(s).
Should the Sellers fail to arrive in DNS or the location designated by the Sellers on time as stipulated in the Contract, with exception of Force Majeure causes specified in of this Contract, the Buyer(s) shall agree to postpone guarantee service on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment under negotiation. The rate of penalty is same as the late delivery of goods.
(5) Engineer shall fill in hours-report or journal of service on Vessel during guarantee
service , such every hours-report or journal shall be confirmed and signed by Engineer and representative of Buyer(s).
(6) Engineer should be seemed as a representative of Sellers and well qualified and skilled
at the guarantee service of equipment.
(7) Before Equipment is accepted and approved onboard by Shipowner /Class Society and
Buyer(s), Engineer can not leave yard of Buyer(s), unless it is agreed by both parties hereto.
During guarantee service of Equipment, Engineer can not discontinue guarantee service for traveling without the permission of Buyer(s).
(8) The Sellers shall guarantee the technical performance of the Equipment and undertake
technical responsibility. Sellers shall supply the necessary accessories and spare parts of Equipment without any charge to the Buyer(s).
(9) In the event that Engineer fails to finish his Guarantee Service onboard within Service
Period, then Engineer shall continue to do the guarantee service until Equipment is delivered to Owner / Class Society and Buyer(s) onboard. Buyer(s) and Sellers shall investigate the cause of extension of guarantee service of Equipment. It shall be distinguished the following three situations to confirm the responsibility of both parties hereto:
a) I f the delay is due to Buyer(s)’s reason, such as: Buyer(s)’s prepare condition dose not
conform to the requirement of Sellers provided in paragraph (2) hereto, in this event, Buyer(s) shall pay Seller(s) a amount of USD 100 per eight (8) hours working day as the all total compensation to Buyer(s) for the overdue guarantee service.
b) If the delay is due to Sellers’ reason, s uch as Sellers dose not advice Buyer(s)
relevant instruction in detail in accordance with the provision of paragraph (2) hereto, or any other reasons, although which are not specified in this Addendum, in such event, the Sellers shall pay the Buyer(s) a mount of USD 100 per eight (8) hours working day for the overdue guarantee service, meanwhile, Buyer(s) shall not pay any costs and expenses in additional for the overdue guarantee service.
c) I f the delay is due to any force majeure beyond the Sellers’ and Buyer(s)’s control,
such as typhoons, tidal waves, hurricanes, storms or similar causes beyond the reasonable control of Buyer(s) and Sellers, in such event, no any payment shall be paid to the other parties hereto if the overdue guarantee service is resulted from force majeure.
d) Travelling charges pre round trip(including salary, accommodation, food, air tickets
and sundry expense) and running expense in DNS site(including accommodation, food, long distance calls, miscellaneous cost) shall be for Sellers account.
(10) Should Buyer(s) finish commissioning work for the equipment without Sellers’ service
engineer, all the cost paid by Buyer(s) to Sellers for commissioning shall be refunded to Buyer(s) without any request of demand from the Buyer(s).
(11)The sellers qualified and skilled guarantee engineer shall observe the laws and orders
of P. R. China, the rules and regulations of contracted plants during their stay in China.
In the case of important reason (such as violating the laws of P. R. China, gross negligence of his duties, incompetence or refusing to work), upon the request of Buyers, the Sellers shall immediately replace such personnel at its own cost.
(13)Any dispute arising between Buyer(s) and Sellers shall be solved by reference to
Arbitration as provided in Purchasing Contract.
The Buyer:
DALIAN SHIPBUILDING INDUSTRY CO.LTD
Typed Name
Signature/Date
The Seller:
Typed Name
Signature/Date
The User:
CHINA OILFIELD SERVICES LIMITED (COSL)
Typed Name
Signature/Date
Attachment C
942 DRILLING RIG BUILDING PROJECT OF COSL
ATTACHMENT TO QUOTATION
PRICE CHART
1. MASTER CONTRACT PRICE
Lump Sum Price for the following Equipment Supply:
?All necessary installation and commissioning parts.
?All special tools.
?All required documents.
?All inspection and testing reports.
?Classification.
?One year spare parts.
?Post-sale service including training, installation guidance and commissioning on site.
The Seller shall provide the Buyer with detail supplied equipment list.
NECESSARY TERMS OF ENGLISH CONTRACT 1.前言Preamble 一份标准英文合同通常可以分为前言（Preamble）、正文（Operative part）、附录（Schedule）及证明部分即结束词（Attestation）四大部分组成。 前言（Preamble）由“Parties”及“Recitals”两部分组成。 “Parties”为必备条款，在很多时候称为“commencement”即合同的开场白，主要介绍合同各方的名称或姓名、注册地及地址、邮编及在合同中的简称。当然，并不是所有的合同都要详细介绍以上诸要素，在许多简单合同中，只是提一下各方的名称。 I. 以下为“Parties”的常用表达方式： 1. This Agreement is entered into by and between ____ and ____. 本协议由以下双方____和___ 签署。 2. This Agreement is entered into by and between ____ (hereinafter referred to as____) and ____ (hereinafter referred to as "_____"), whereby it is agreed as follows: 本协议由以下双方____（以下简称____）和_____（以下简称___）签署，达成如下协议： 注：在很多合同中，这部分加入签约事由，如： This Agreement is entered into through friendly negotiations between _____ Co. (hereinafter referred to a s the “Party A”) and _____ Co. (hereinafter referred to as the “Party B”) based on equality and mutual benefit to develop business on the terms and conditions set forth below: 本协议由_____（以下称为甲方）和____（以下称为乙方）为发展业务在平等互利的基础上签订，其条款如下：
雇佣合同范本 Party A:_____________ Party B:_____________ I. Party A wishes to engage the service of party B___________as______________. The two Parties, in a spirit of friendly cooperation, agree to sign this contract and pledge to fulfill conscientiously all the obligations stipulated in it. II. The period of service will be from the _______day of ________ ,_____to the ________day of ________ . III. The duties of Party B (see attached pages) IV. Party Bs monthly salary will be Yuan RMB (About USD), the pay day is every month_______ .If not a full month, the salary will be will be prorated (days times salary/30). V. Party As Obligations 1．Party A shall introduce to Party B the laws, decrees and relevant regulations enacted by the Chinese government, the Party As work system and regulations concerning administration of foreign teachers. 2. Party A shall conduct direction, supervision and evaluation of Party Bs work. 3. Party A shall Provide Party B with necessary working and living conditions. 4. Party A shall provide co-workers for the first week if necessary. VI. Party Bs obligations 1. Party B shall observe the laws, decrees and relevant regulations enacted by the Chinese government and shall not interfere in Chinas internal politics affairs. 2. Party B shall observe Party As work system and regulations concerning administration of foreign teachers and shall accept Party As agreement, direction, supervision and evaluation in regard to his/her work. Without Party As consent, Party B shall not render service elsewhere or hold concurrently any post unrelated to the work agreed on with Party A. 3. Party B shall complete the tasks agreed on schedule and guarantee the quality of work. 4. Party B shall respect Chinas religious policy, and shall not conduct religious activities incompatible with the status of a teacher. 5. Party B shall respect the Chinese peoples moral standards and customs. V. Revision, Cancellation and Termination of the Contract 1. Both Parties should abide by the contract and should refrain from revising, canceling, or terminating the contract without mutual consent. 2. The contract can be revised, cancelled, or terminated with mutual consent. Before both parties have reached an agreement, the contract should be strictly observed. 3. Party A has the right to cancel the contract with written notice to Party B under the following conditions. (1) Party B does not fulfill the contract or does not fulfill the contract obligations according to the terms stipulated, and has failed to amend after Party A has pointed it out. (2) According to the doctors diagnosis, Party B cannot resume normal work after 30 days sick leave. 4. Party B has the right to cancel the contract with a written notice to party A under the following conditions:
CONTRACT CONTRACT NO.: JU2000E4-DNS-PO- The Buyer: DALIAN SHIPBUILDING INDUSTRY CO.LTD(DSIC) Address: No.1HAIFANG STREET, DALIAN, P.R. China Tel: (86-411) 84482798 Fax: (86-411) 84482017 The Seller: Address: Tel: Fax: The User: CHINA OILFIELD SERVICES LIMITED (COSL) This Contract is made by and between the Buyer and the Seller; whereby the Buyer agrees to buy and the Seller agrees to sell the under-mentioned commodity according to the terms and conditions stipulated below: 1. DETAILS OF COMMODITIES Should the Buyer(s) further order the same Commodity at the same year and next year, the Sellers hereby agree to provide the Commodity with same unit price and quality as describe herein. 2. COUNTRY OF ORIGIN AND MANUFACTURER 3. PACKING Unless otherwise specified in Contract, the supplied goods shall be packed by export standard protective measures. Such packing shall be suitable for long distance ocean and inland transportation and well protected against dampness, moisture, shocks, rust and rough handling so as to ensure that the goods will safely arrive at the site without any damage due to the above mentioned reasons.
编号：_______________本资料为word版本，可以直接编辑和打印，感谢您的下载 英文合同格式 甲方：___________________ 乙方：___________________ 日期：___________________
NO.11 ZHONGSHAN STREET XIAMEN FUJIAN CHINA SALES CONFIRMATION ［打印预览］［保存］［诅出］ 销货合同（Sales Confirmation） 国际货物买卖合同一般金额大，内容繁杂，有效期长，因此许多国家的法律要求采用书面形式。书面合同主要有两种形 式，即正式合同（CONTRACT ）和合同确认书（CONFIRMATION ）,虽然其繁简不同，但具有同等法律效力，对买卖双方均有约束力。大宗商品或成交额较大的交易，多采用正式合同；而金额不大，批数较多的小土特产品或轻工产品，或者已订立代理、包销等长期协议的交易
多采用合同确认书（亦称简式合同）。 无论采哪种形式，合同抬头应醒目注明SALES CONTRACT 或SALES CONFIRMATION （对销售合同或确认书而言） 等字样。一般来说出口合同的格式都是由我方（出口公司）事先印制好的，因此有时在SALES CONFIRMATION 之前加上 出口公司名称或是公司的标志等（我外贸公司进口时也习惯由我方印制进口合同）。交易成立后，寄交买方签署 （countersign ）,作为交易成立的书面凭据。 在SimTrade 中，买卖双方都可以起草合同，填写时只需将名称、地址等内容作相应变化既可。如合同由买方起草时，上方空白栏则填入进口商公司名称及地址，以此类推。 报表上方两行空白栏 为出口商公司抬头，须分别填写出口商的英文名称及地址。 如:GRAND WESTERN FOODS CORP. Room2501, Jiafa Mansion, Beijing West road, Nanjing 210005, P. R. China Messrs 详细填列交易对象（即进口商）的名称及地址。 在SimTrade 中，进口商的详细资料请在淘金网”的公司库里查询。 如：Dynasty Furniture Manufacturing Ltd. 3344-54th Avenue S. E. Calgary, Alberta T2C OAS Canada No. 销货合同编号，由卖方自行编设，以便存储归档管理之用。 在SimTrade 中，该编号已由卖方在起草合同时填入，单据中不能再更改。 Date 填写销货合同制作日期。 如：2005年2月18日，可以有以下几种日期格式填法： 1.2005-02-18 或02-18-2005 2. 2005/02/18 或02/18/2005 3. 050218 （信用证电文上的日期格式） 4. February 18, 2005 或Feb 18, 2005 Product No. 填写货号，销货合同上应记明各种货物编号，以求联系沟通方便。 在SimTrade 中，货号必须选择淘金网”的产品展示”里已有的商品编号。 Description 品名条款。此栏应详细填明各项商品的英文名称及规格，这是买卖双方进行交易的物质基础和前提。对商品的具体描述说明是合同的主要条款之一，如果卖方交付的货物不符合合同规定的品名或说明，买方有权拒收货物、撤销合同并提出损害赔偿。 在SimTrade 中，商品的详细资料请在淘金网’产品展示”里查找，此栏目填写必须与淘金网的商品详细资料里商品英 文名称及英文描述完全一致。 例1 :产品01005 的商品描述: CANNED SWEET CORN 3060Gx6TINS/CTN 例2:产品04001 的商品描述：WOODEN TEA SERVICE
Both parties jointly acknowledge and abide by their responsibilities and obligations and reach an agreed result. 甲方：___________________ 乙方：___________________ 时间：___________________ 中英文合同
编号：FS-DY-20628 中英文合同 建筑合同architecture confirmation 甲方：party a：乙方：party b： 合同编号：contract no 日期：date： 签约地点：signed at： 特约定： 甲方基于下文所列各种因素，特与乙方达成了协议并一致同意：由甲方在订约日期之翌日起_____天之内为乙方建造并完成_____（涉约建筑）。涉约建筑之规模及所需的钢筋、水泥、砖块、石子和其它建筑材料之数量，均在作为合同附件的设计图和施工细则中予以说明。 witnesses that the party a for considerations hereinafter named, contracts and agrees with the party b that party a will, within_____ days, next following the date hereof, build and
finish a libarary building for party b. （the building hereinafter is referred to as the said building.）the said building is of the following dimensions, with reinforced concrete, brick, stones and other materials, as are described in plans and specifications gereto annexed. 基于上述情况，乙方及其法定代表郑重承诺向甲方支付人民币_____元整。支付方法商定如下： in consideration of the foregoing, party b shall, for itself and its legal representatives, promise to pay party a the sum of one million rmb yuan in manner as follows, to wit： 在上述工程开工之日，支付人民币_____元整 在_____年_____月_____日，支付人民币_____元整 在_____年_____月_____日，支付人民币_____元整 在_____年_____月_____日，支付人民币_____元整 在_____年_____月_____日，支付人民币_____元整 余额人民币_____元整于工程完成之日付清。 rmb_____at the beginning of the said work. rmb_____on _____/ _____/_____（for example：3/21/XX）
2002 DATED ［日期］ [CONTRACT NAME] [合同名称] -by and betwee n- 合同双方 [PARTY A NAME] PARTY A [甲方名称] -and- 与 [PARTY B NAME] PARTY B [乙方名称]
TABLE OF CONTENT PRELIMINARY STATEMENT 1. DEFINITIONS 2. [OPERATIVE CLAUSES] 3. CONDITIONS PRECEDENT 4. REPRESENTA TIONS AND WARRANTIES 5. TERM n. 术语；学期；期限；条款 6. TERMINATION 7. CONFIDENTIALITY 8. BREACH OF CONTRACT 9. FORCE MAJEURE 10. SETTLEMENT OF DISPUTES 11. APPLICABLE LAW 12. MISCELLANEOUS PROVISIONS SCHEDULE A DEFINITIONS 1、定义 2、［具体操作条款］ 3、［如有必要，根据交易具体情况设定相应先决条件］ 4、陈述和担保［保证］ 5、合同期限 6、合同终止 7、保密义务 8、违约 9、不可抗力 10、争议的解决 11、适用法律 12、其他规定
［甲方组织形式］，法定地址为［甲 ［乙方名称］ 家根据［乙方所在国］法律组建及存续的［乙方组织形式］ ,法定地址为［乙 甲乙双方以下单独称为“一方” ，合称为“双方” THIS CONTRACT( “ Con tract ”)is made in [city and provi nce],Ch ina on this_day of ,200 by and between [Party A name],[Party A entity form] established and existing under the laws of China, with its le gal address at [address] (here in after referred to as “Party A ” ), and [Party B na [Party B entity form] organized and existing under the laws of [Party B jurisdiction of in corporatio n ] with its legal address at [address] (here in after referred to as “Party B ” ). P Party B shall here in after be referred to in dividually as a “ Party ” and collectively as the 本合同于 年 月 日由以下两方在［地点］签订: ［甲方名称］，一家根据中华人民共和国法律组建及存续的 方法定地址］（以下简称“甲方”）： 方法定地址］（以下简称“乙方”）。 PRELIMINARY STATEMENT 前言 ［add background information if appropriate ］ ［视交易具体情况决定是否应介绍合同背景］ After frien dly con sultati ons con ducted in accorda nee with the prin ciples of equality and mutual ben efit, the Parties have agreed to [describe subject matter of the Con tract] in accorda nee with Applicable laws and the provisi ons of this Con tract. 双方本着平等互利的原则，经友好协商，依照[相关法律名称]以及其他有关法律，同意按 照本合同的条款，[描述合同标的]。 Now the Parties Hereby Agree as follows: 双方现协议如下： 1. Definitions 定义 Un less the terms or con text of this con tract otherwise provide, all term used in this Con tract shall have the meanings set out i n Schedule A hereto. 除本合同条款或上下文另有所指，本合同中所有相关用语的定义见附录甲。 2. [OPERATIVE CLAUSES] Conditions Precedent (if any) Represe ntati ons and Warra nties [Add unilateral representations and warranties if appropriate] [具体操作条款]
Kingdom of Cambodia Nation, Religion, King Lease Agreement This Lease Agreement is hereby entered into between Party A (Landlord / Co-Owner) and Party B (Tenant), who shall collectively be known herein as the Parties. Landlord / Co-Owner Name: Herein after referred as to Party A Head Tenant Name: China National Aero-technology international Engineering Corporation which represented by Mr. XIE FUKANG, Sex: Male, Passport No: G3******* Herein after referred as to Party B Whereas: A. Party A is the Officer Owner of Building No.777, St. Kampucheakrom (128), Sangkat Toek Laok 1, Khan Toulkort, Phnom Penh, Cambodia and agrees to Lease to Party B the Building floor 2th. B. The Term of the lease shall be 1 year and shall commence on 2-June-16 and terminate on 1-June-17 C. Party A and Party B agree to lease the 2ed floor Unit within the Building for office purposes only. This Lease Agreement between Party A and Party B Co vers the Following Articles: Article 1: Definitions: In this Agreement:
XIAOLING TRADE CO.,LTD NO.11 ZHONGSHAN STREET XIAMEN FUJIAN CHINA SALES CONFIRMATION Dear Sirs, [打印预览][保存][退出]
销货合同(Sales Confirmation) 国际货物买卖合同一般金额大，内容繁杂，有效期长，因此许多国家的法律要求采用书面形式。书面合同主要有两种形式，即正式合同（CONTRACT）和合同确认书（CONFIRMATION），虽然其繁简不同，但具有同等法律效力，对买卖双方均有约束力。大宗商品或成交额较大的交易，多采用正式合同；而金额不大，批数较多的小土特产品或轻工产品，或者已订立代理、包销等长期协议的交易多采用合同确认书（亦称简式合同）。 无论采哪种形式，合同抬头应醒目注明SALES CONTRACT或SALES CONFIRMATION（对销售合同或确认书而言）等字样。一般来说出口合同的格式都是由我方（出口公司）事先印制好的，因此有时在SALES CONFIRMATION之前加上出口公司名称或是公司的标志等（我外贸公司进口时也习惯由我方印制进口合同）。交易成立后，寄交买方签署（countersign），作为交易成立的书面凭据。 在SimTrade中，买卖双方都可以起草合同，填写时只需将名称、地址等内容作相应变化既可。如合同由买方起草时，上方空白栏则填入进口商公司名称及地址，以此类推。 报表上方两行空白栏 为出口商公司抬头，须分别填写出口商的英文名称及地址。 如：GRAND WESTERN FOODS CORP. Room2501, Jiafa Mansion, Beijing West road, Nanjing 210005, P. R. China Messrs 详细填列交易对象（即进口商）的名称及地址。 在SimTrade中，进口商的详细资料请在“淘金网”的公司库里查询。 如：Dynasty Furniture Manufacturing Ltd. 3344-54th Avenue S. E. Calgary, Alberta T2C OAS Canada No. 销货合同编号，由卖方自行编设，以便存储归档管理之用。 在SimTrade中，该编号已由卖方在起草合同时填入，单据中不能再更改。 Date 填写销货合同制作日期。 如：2005年2月18日，可以有以下几种日期格式填法： 1. 2005-02-18或02-18-2005 2. 2005/02/18或02/18/2005 3. 050218（信用证电文上的日期格式） 4. February 18, 2005或Feb 18, 2005 Product No. 填写货号，销货合同上应记明各种货物编号，以求联系沟通方便。 在SimTrade中，货号必须选择“淘金网”的“产品展示”里已有的商品编号。 Description
销售合同 SALES CONTRACT 买方：JOONAS&CO.,LTD, 10 LOUIS PASTEUR STEET POR T LOUIS MAURITIUS 合同号/Contract No: BF20100601 The Buyer : JOONAS&CO.,LTD, 10 LOUIS PASTEUR STEET PORT LOUIS MAURITIUS TEL：230-2400778 FAX: 230-2408285 卖方：唐山丰润百丰商贸 日期/Date: 2010-05-29 TEL: 0086 -315-5505831 FAX: 0086-315-5505833 The Seller: T angshan fengrun baifeng Trading Co.ltd 兹经买卖双方同意,由买方购进,卖方出售下列货物,并按下列条款签订本合同: This CONTRACT is made by and between the Buyers and Sellers; whereby the Buyer agrees to buy and the Seller agrees to sell the under mentioned goods on the terms and conditions stated below: Description of Goods: As follows. 1.原产地和制造厂家（Country of Origin and Manufacturer）： 中国China T angshan fengrun baifeng Trading Co.ltd 2.包装（Packing）：STANDARD EXPORT PACKAGING 3.Shipment（装运方式）：合同中货物全部用20’集装箱海运In Contract by 20’ Container. 4.装运期限（Time of Shipment）：WITHIN15-20 WORKING DAYS AFTER RECEIPT OF 30%T/T 5.装运口岸（Port of Loading）：上海中国SHANGHAI China 6.目的口岸（Port of Destination）：Port Louis, Mauritius 7.付款条款(T erms of Payment）：30%DOWN PA YMENT + 70% T/T AFTER RECEIVED THE COPY OF B/L 8.签约合同（Sign of Contract）：本合同传真有效This contract will valid for fax contract sign 9.人力不可抗议(Force Majeure)：由于水灾，火灾，地震，干旱，战争或协议一方无法预见，控制，避免和克服的其他事件导致不能或暂时不能全部或部分履行本协议，该方不负责托。但是，受不可抗议力事件影响的一方必须尽快将发生的时间通知另一方，并在不可抗议力事件发生15（拾伍）天内将有关机构的不可抗议力事件的证明寄交对方。Either party shall not be held responsible for failure or delay to perform all or any part of this agreement due to flood, fire, earthquake, draught, war or any other events which could not be predicted, controlled, avoided, or overcome by the relative party. However, the party affected by the event of Force Majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued by the relevant authorities to the other party within 15 days after it’s occurrence. 10. 货物要求（CRC requirements）: 10.1 每件货物重量大约5吨。Weight of Coils: About 5 tons
（一）Contract 与Agreement的区别 在英语中，合同一般称为Contract，协议一般称为Agreement. 1.何谓“contract”？ 1999年中国《合同法》第二条对contract定义为：A contact in this Law refers to an agreement establishing，modifying and terminating the civil rights and obligations between subjects of equal footing，that is，between natural persons，legal persons or other organizations“。根据这一定义，合同是平等主体之间设立的确定民事权利和义务的协议。 Steven H.Gifts编著的“Law Dictionary”中将contract 定义为“contract is a promise，or a set of promises，for breach of which the law gives remedy，or the performance of the which the law in some way recognize as a duty.”根据这一定义，合同是一种承诺，违反承诺可以得到法律救助，某种意义上法律将履行该承诺看做是一种补偿。 L.B Curzon 在其编撰的字典“A Dictionary of Law”给contract的定义：“Contract is a legally binding agreement”根据这一定义，合同就是有法律约束力的协议。 综合起来，有一个相同点，就是“Contract is an agreement”，即可将合同说成是“An agreement which binds the parties concerned”或者说合同说成是“An agreement which is enforceable by law”，也可以说：Contracts are promises that the law will enforce. 2.何谓“Agreement”？ L.B “A consensus of mind，or evidence of such consensus，in spoke or written form，relating to anything done or to be done.”根据这一定义，协议是对已经做或准备做的相关事宜，经过谈判、协商后取得一致意见，以口头或书面形式做出的约定。 Black “Law Dictionary”有两个定义。一个是：“A concord of understanding and intention between two or more parties with respect to the effect upon their relative rights and duties，of certain past or future facts or performance”根据这一定义，协议即双方或多方京某些过去或将来某些事实的相关权利、义务或相关权利、义务的履行而达成的一致理解和愿望。 另一个是：“The consent of two or more persons concurring respecting the transmission of some property，right or benefits，with the view of contacting an obligation，a mutual obligation.”根据这一定义，协议即两个或多个当事人，为了约定单方责任或相互责任，就财产权利、利益的转移取得的一致同意。 3.Contract（合同）和Agreement（协议）是不是可以互换呢？
合同 CONTRACT 日期：合同号码： Date: Contract No.: 买方：(The Buyers) 卖方：(The Sellers) 兹经买卖双方同意按照以下条款由买方购进，卖方售出以下商品： This contract is made by and between the Buyers and the Sellers; whereby the Buyers agree to buy and the Sellers agree to sell the under-mentioned goods subject to the terms and conditions as stipulated hereinafter: (1) 商品名称: Name of Commodity： (2) 数量： Quantity: (3) 单价： Unit price: (4) 总值： Total Value: (5) 包装： Packing: (6) 生产国别： Country of Origin : (7) 支付条款： Terms of Payment: (8) 保险： Insurance: (9) 装运期限： Time of Shipment: (10) 起运港： Port of Lading:
(11) 目的港： Port of Destination: (12)索赔：在货到目的口岸45天内如发现货物品质，规格和数量与合同不符，除属保险公司或船方责任外，买方有权凭中国商检出具的检验证书或有关文件向卖方索赔换货或赔款。 Claims: Within 45 days after the arrival of the goods at the destination, should the quality, Specifications or quantity be found not in conformity with the stipulations of the contract except those claims for which the insurance company or the owners of the vessel are liable. The Buyers shall, have the right on the strength of the inspection certificate issued by the C.C.I.C and the relative documents to claim for compensation to the Sellers. (13)不可抗力：由于人力不可抗力的原由，发生在制造、装载或运输的过程中导致卖方延期交货或不能交货者，卖方可免除责任。在不可抗力发生后，卖方须立即电告买方及在14天内以空邮方式向买方提供事故发生的证明文件，在上述情况下，卖方仍须负责采取措施尽快发货。 Force Majeure: The sellers shall not be held responsible for the delay in shipment or non-deli-very of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The sellers shall advise the Buyers immediately of the occurrence mentioned above the within fourteen days there after. The Sellers shall send by airmail to the Buyers for their acceptance certificate of the accident. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. (14）仲裁：凡有关执行合同所发生的一切争议应通过友好协商解决，如协商不能解决，则将分歧提交中国国际贸易促进委员会按有关仲裁程序进行仲裁，仲裁将是终局的，双方均受其约束，仲裁费用由败诉方承担。 Arbitration: All disputes in connection with the execution of this Contract shall be settled friendly through negotiation. In case no settlement can be reached, the case then may be submitted for arbitration to the Arbitration Commission of the China Council for the Promotion of International Trade in accordance with the Provisional Rules of Procedure promulgated by the said Arbitration Commission. The Arbitration committee shall be final and binding upon both parties. And the Arbitration fee shall be borne by the losing parties.