国际贸易进出口英文合同范本SALES CONTRACT ( ORIGINAL )Contract No. Date: Signed at: Sellers:Address:Tel: Fax: E-mail: Buyers:Address:Tel: Fax: E-mail:约首：This Sales Contract is made by and between the Sellersand the Buyers whereby the Sellers agree to sell and the Buyers agree to buy the under—montioned goods according to the terms and conditions stipulated below:唛头：Shipping MarkTo be designated by the Sellers / At the Sellers’ option.保险条款：Insurance在FOB, CFR 合同下，保险条款可订为：Insurance to be covered by the Buyer.在CIF 合同下，保险条款可订为：Insurance to be covered by the Sellers for 110% of the invoice value against W.P.A / All Risks / War Risk including shortage in weight as per and subj ect to the Ocean Marine Carge Clauses of the People’s Insurance Company of China dated Jan. 1, 1981. If other coverage or an additional insurance is required, the Buyers must have the consent of the Sellers before shipment, a nd the additional premium is to be borne by the Buyers.装运条款：ShippmentTime of Shipment: during Feb./Mar. 2005 in two equal monthly lotsPort of loading / shipment :Port of destination :London. Transhipment at HongKong allowed.The carrying vessel shall be provided by the sellers. Partialshipment and transshipment are allowed. After loading is completed, the seller shall notify the buyers by cable of the contract number, name of commodity, name of the carring vessel and date of shipment.付款条件：Terms of PaymentThe Buyers shall open with a acceptable to the Sellers an IrrevocableSight Letter of Credit to reach the Sellers 30 days before the monthof shipment, valid for negotiation in China until the 15th day after the month of shipment. ( Export )By Irrevocable Letter of Credit for 90% the total invoice value of thegoods tb be shipped, in favour of the Sellers, payable at the issuingbank against the Sellers’ draft at sight accompanied by the shipping documents stipulated in the Credit. The balance of 10% of the proceeds is to be paid only after the goods have been inspected and approved at the port of destination. ( Import )By confirmed, irrevocable Letter of Credit in favor o9f the Sellers payable at sight against Presentation of shipping documents in China ,with partial shipments and transshipment allowed. The covering Letterof Credit must reach the Sellers 15 days before the contracted month of shipment6 and remain valid in the above loading port until the15th day after shipment , failing which the Sellers reserve the right tocancel the contract without further notice and to claim against the Buyers for any loss resulting there from.To be effeced by documentary draft under D / A terms.Payment shall be made by documentary draft to be payable under D /P terms.交货条件：Delivery TermsCertificates of Quality, Quantity, Weight and Qrigin are required. TheBuyers have the right to have the goods re—inspected by the Guangzhou Entry—Exit Inspection and Quarantine Bureau of the People’s Republic of China at the prt fo discharge. The relevant Inspection Certigficates may serve as the basis of any claim to be lodged by the Buyers against the Sellers.检验条款：Commodity InspectionIt is mutually agreed that he Certificate of Quality and Weight issuedby------( eg: China Entry-Exit Inspection and Quarantine Bureau ) / surveyor at the port of shipment shall be ( taken as the basis of delivery. ) / part of the documents to be presented for negotiation under the relevant weight of the cargo. The re—inspection fee shall be borne by the Buyer. The claim with the cargo, if any, shall be lodged tothe Seller within -------days after arrival of the cargo at the port ofdestination.索赔条款：Discrepancy and ClaimAny claim by the Buyers regarding the cargo shall be supported by survey report issued by a surveyor approved by the Seller and lodgedwithin 45 days after the arrival of the cargo at the port of destinaton.The Seller will not consider claims in respect of matters within responsibility of insurance company or shipping company.Should the Seller fail to make delivery on time, the buyer shal l agree to postpone the delivery on the conditon that the Seller agrees of pay a penalty which shall be deducted by the paying bank at the time of payment. The rate of penalty is charged at 0.5% of the total value of the cargo whose delivery has been delayed for every week, odddays less than a week should be counted as a week. But the total amount of penalty shall not exceed 5% of the total value of thecargo involved in the late delivery. In case the Seller fail ot make delivery 10 weeks later than the time of shipment stipulated on the contract, the Buyer shall havbe the right to cancel the contract and the Seller shall still pay the aforesaid penalty to the Buer without delay.Quality / Quantity Discrepancy and Claim:In case the quality and/or quantity / weight are found the Buyers tobe not in conformity with the Contract after arrival of the goods at the port of destination, the Buyers may lodge claim with the Sellers supported by survey report issued by an inspection organizaiton agreedupon by both parties, with the exception, however, of those claims for which the insurance company and/or the shipping company are tobe held responsible. Claim for quality discrepancy should be filed by the Buyers within 30 days after arrival of the goods at the port of destination, while for quantity/weight discrepancy claim should be filedby the Buyers within 15days after arrival of the goods at port of destination. The Sellers shall, within 30 days after receipt of the notification of the claim, aend reply to the Buyers.索赔期限：Validity of ClaimThe Buyers have the rihgt to lodge claims for all losses sustained within 60 days after discharge of the goods at the port of destination.综合式不可抗力条款：Force MajureThe Seller shall not be held responsible for late delivery or non—delivery of the goods due to flood, fire, earthquake, snowstorm, drought, hailstorm,hurricane, or other events that are beyond the control of theSeller. But the Seller shall notify the Buyer by cabel as soon as possible and give the Buyer a certificate by6 registered mail issuedd by the China Council for the Promotion of International Trade or other competent authorities.If shipment of the contracted goods is prevented or delayed in wholeor in part due to Force Majeure, the Sellers shall not be liable fornon—shipment or late shipment of the goods under this Contract. However , the seller shall notify the Buyers by fax or telex and furnishthe latter within 15 days by registered airmail with a certificate issued by the competent authorities at the place of occurrence attesting such event or events.仲裁条款：Arbitration规定在我国仲裁的条款：All disputes in connection with or arising from the contract shall be set tled amicably through negotiation. In case no settlement can be reachedbetween the two parties, the case shall be submitted to the China inter mational Economic and Trade Arbitration Commission, Beijing for arbitr aiton in accordance with its Rules of Arbitration. The arbitral award isfinal and binding upon both parties. The arbitration fee shall be borne b y the losing party unless otherwise awarded by the arbitration court.规定在被诉方仲裁的条款：All disputes in connection with or arising from the contract shall be settled amicably through negotiation. In case no settlement can be reached betweenthe two parties, the case shall be submitted for arbitration.The location of arbitration shall be in the country of thew domicileof the defendant. If in China, the arbitration shall be conducted by the Cjhinea International Economic and Trade Arbitratiton. If in------, the arbitration shall be conducted by------in accordance with its arbitralrules. The arbitral award is final and binding upon both parties. Thearbitration fee shalll be borne by the losing paryt unless otherwise awarded bythe arbitration court.规定在第三国仲裁的条款：All disputes in connection with or arising from the contract shall be settled amicably through negotiation. In case no settlement can be reached between the two parties, the case shall be submitted to------for arbitration in accordance with its Rules of Arbitration. The arbitral awardis final and binding upon both parties. The arbitration fee shall be borne by the losing party unless otherwise awarded bythe arbitration court.适用法律：Governing LawThis contract shall be governed by the laws of the People’s Republicof China.定金条款：Earnest moneyThe Buyer shall pay --% of the total value of the cargo by T/T to the Seller as the earnest money. In the case that the Buyer fulfilled theobligations in the contract, the earnest money shall be deducted by the paying bank at the time of payment. Otherwise the earnest moneyshall not be returned. In the case that the Seller failed to fulfill anyobligation the the contract, the Seller shall pay twice the earnest money to the Buyer.其他：OthersSeller: Buyer:。