SUPPLIER 卖方
ADDRESS
TELEPHONE
PURCHASER 买方
ADDRESS
TELEPHONE
Valid from 本合同自起生效
TABLE OF CONTECT
1. SUBJECT OF CONTRACT 合同标的
2. . PRICING AND PAYMENT 价格和付款
3. SHIPMENT; ACCEPTANCE发货、验收
4. WARRANTY 卖方保证
5. EXCLUSIVE REMEDIES 排他性救济
6. LIMITATIONS ON WARRANTY AND REMEDIES 卖方保证和对买方救济的限制
7. TESTING FOR NONCONFORMITY.不合格产品的检测
8. TAXES. 税费
9. OFFER LIMITED TO TERMS. 要约限制条件
10. SHIPMENT. 货物装运
11. DELIVERY DATE AND FORCE MAJEURE. 交付日
12. ACCEPTANCE OF GOODS. 货物验收
13. INDEMNITY. 赔偿
14. NO WARRANTY ON CERTAIN COMPONENTS. 特定部件不予保证
15. CANCELLATION. 合同的撤销
16. RETURN OF MATERIAL 零部件的退还
17. FORCE MAJEURE不可抗力
18. Arbitration 仲裁
19. JURIDDICTION 司法管辖
1. SUBJECT OF CONTRACT 合同标的
PURCHASER agrees to purchase the equipment and Services, and SELLER agrees to sell the equipment subject to the terms and conditions of this Contract.
买方同意按照本合同的条款和条件购买设备，且卖方同意按照本合同的条款和条件出售设备。
2. PRICING AND PAYMENT 价格和付款
The total price for the equipment is four million and eighty thousand USD (the “Price”). Buyer shall pay the Price to Seller as follows:
价格。设备和服务的总价为美元（“合同价格”）。买方应以下列方式向卖方支付合同价格：
Unless otherwise set forth in this Contract, Buyer shall make all payments under this Contract exclusively to Seller within fourteen (14) days after the date of Seller’s invoice therefor. Unless another address is provided in writing by Buyer to Seller, all invoices shall be sent by Seller to the
address set forth in Section 15.6. All of Buyer’s payments of the Price shall be made by means of the Letter of Credit (as defined in Section 3.4), except that: (a) payment of the First Installment will be made by wire transfer to Seller’s bank account; and (b) if the Letter of Credit is not in effect when a payment is due or is not sufficient to cover the entire amount owed to Seller, then Buyer will pay the amount owed (or remaining portion thereof that Seller did not receive by drawing on the Letter of Credit) to Seller by means of a wire transfer to Seller’s bank account by the due date set forth above. All payments by wire transfer will be made in accordance with the wire instructions set forth in Annex 3 which may be revised from time-to-time upon written notice by Seller to Buyer. For avoidance of doubt, Seller may at its option draw on the Letter of Credit at a date later than the applicable payment due date set forth above. Payments will not be considered made until Seller has a credit entry on its bank accounts in Switzerland.
除非本合同另行规定，在卖方发票出具之日后的十四(14)天内，买方应向卖方独家支付本合同项下应向卖方支付的所有款项。除非买方以书面方式向卖方告知其他地址，否则卖方应将所有发票送至第15.6款中列明的地址。买方就合同价格的所有付款均应以信用证（定义见第3.4款）的方式支付，但(a) 首期付款应电汇至卖方银行账户，且(b) 如果付款到期时信用证无效或不足以支付应付给卖方的全部款项，则买方将以在上述到期日向卖方银行账户电汇款项的方式向卖方支付应付款项（或卖方在提取信用证下金额后未能获得的剩余款项）。通过电汇支付的所有款项将根据附件3所述的电汇指示作出，该等指示可由卖方向买方发出书面通知而不时修改。为避免疑义，卖方可自行决定在上述规定的相关款项到期日之后的某一日对信用证提款。在卖方位于瑞士的银行账户显示资金到帐之前，款项应被视为未付。
3. SHIPMENT; ACCEPTANCE发货、验收
3.1 The System will be delivered to Buyer CIP Shanghai airport (INCOTERMS 2000) or other shipping point designated by Seller. Annex 2 contains an estimated shipment date for the System. Buyer will arrange for and bear the cost of shipping transportation and insurance from the Shanghai airport to Buyer’s Site. Transshipment and partial shipment will be allowed.
设备应依照《2000年国际贸易术语解释通则》CIP在上海浦东国际机场或卖方指定的其他交货点交付给买方。附件2包括了设备的预计发货日期。买方将安排向买方场所的海运、运输和保险，并承担相关费用。转运和分批发货亦可。
3.2 Transfer of title to the System will pass from Seller to Buyer upon delivery of the System to the first carrier. Risk of loss or damage with respect to the System will pass from Seller to Buyer upon delivery of the System to the first carrier. In addition, Buyer will be liable for any loss or damage caused at any time by the acts or omissions of Buyer or any of Buyer’s agents, employees, or contractors. In the event of damage or loss during shipment and Buyer wishes to make a claim under the insurance policy procured by Seller, Buyer agrees to first notify Seller and coordinate any communication on the claim with Seller. Notwithstanding anything to the contrary, any software included with the System is licensed, not sold to Buyer, and title to and ownership of such software shall at all times remain with Seller.
设备的所有权应按照上述《2000年国际贸易术语解释通则》FCA（货交承运人）运输条款在交付后由卖方转移至买方。设备毁损灭失的风险将按照上述《2000年国际贸易术语解释通则》FCA（货交承运人）运输条款在交付后由卖方转移至买方。无论本合同中有任何相反规定，设备所包含的任何软件系许可给买方并非向买方出售，该等软件的产权和所有权始终归卖方所有。