1.保险：由卖方按中国人民保险公司海洋货物运输保险条款照发票总值110%投保综合险及战争险。如买方欲增加其他险别或超过上述保额时须于装船前征得卖方同意，所增加的保险费由买方负担。
Insurance:To be covered by the Sellers for 110% of invoice value against All Risks
and War Risk as per the relevant Ocean Marine Cargo Clauses of the People’s Insurance
Company of China.If other coverage or an additional insurance amount is required,
the Buyers must have the consent of the Sellers before shipment,and the additional
premium is to be borne by the Boyers.
2.付款条件：买方应由卖方可接受的银行不可撤销的即期信用证，于装运月份前30天开到卖方并至装运月份后第15天在中国议付有效。
Terms of Payment:The Buyers shall open with a bank acceptable to the Sellers an
Irrevocable Sight Letter of Credit to reach the Sellers 30 days before the month
of shipment,valid for negotiation in China until the 15th day after the monthe of
shipment.
3.不可抗力：如由于不可抗力的原因，致使卖方不能全部或部分装运或延迟装运合同货物时，卖方对于这种不能装运或延迟装运不负有责任。但卖方须用传真或电传通知买方，并须在15天内以航空挂号信件向买方提交事故发生地权威机构出具的证明此类事故的证明书。
Force Majeure:If shipment of the contracted goods is prevented or delayed in whole
or in part due to Force Majeure, the Sellers shall not be liable for non-shipment
or late shipment of the goods under this Contract. However,the Sellers shall notify
the Buyers by fax or telex and furnish the latter within 15 days by registered airmail
with a certificate issued by the competent authourities at the place of occurrence
attesting such event or events.
4.仲裁:凡因执行本合同所发生的或与本合同有关的一切争议，双方应通过友好协商解决。如果协商不能解决时，应提交中国国际经济贸易仲裁委员会根据该会仲裁规则进行仲裁。仲裁的裁决是终局性的，对双方都有约束力。
Arbitration: All disputes arising out of the performance of , or relating to this
Contract, shall be settled amicably through negotiation. In case no settlement can
be reached through negotiation, the case shall then be submitted to the China
International Economic and Trade Arbitration Commission for arbitration in
accordance with its arbitration rules. The arbitral award is final and binding upon both parties.
5.Payment: The Buyers shall open through the Bank of China, Beijing, an irrevocable
letter of credit in favour of the Sellers in US Dollars covering the FOB stowed
and trimmed value of each shipment payable against receipt by the issuing Bank of
the following shipping documents:
(1) A full set (including three copies each of the negotiable and non-negotiable )
of clean on board Bill of Lading or Charter Party Bill of Lading in accordance with
the charter party , made out to order, blank endorsed, notifying the China National
Foreign Trade Transportation Corporation at the port of destination.
(2) Provisional invoice covering an amount corresponding to the full value of each
shipment,weight 1% less than that in B/L. And quality based on 72% Tribasic Phosphate
of Lime.
(3)Certificate of quality and weight determination issued by the Sellers at the
port of loading.
The Buyers shall open the relative letter of credit latest 20 days before the
arrival of the carrying vessel at the port of loading with validity for 90 days
from the date of opening.
5.We hereby agree with the drawers, endorsers and bona fide holders of
drafts/documents drawn under and in compliance with the terms and conditions of
this credit that such drafts/documents will be duly honoured on due presentation.
我们特此同意出票人、背书人和善意持有人和下的汇票/单据符合信用证的条款和条件,这种将承兑汇票/文档表示。
6.According to the ICC Model International Sales Contract (Manufactured Goods for
resale),the liquidated damages to be claimed by the Buyer against the seller shall
be 0.5% per week with a maximum amount of 5% of the price of the delayed goods in
case of delay in delivery or non-delivery of the goods.
根据ICC模型国际销售合同(转售制成品),声称的违约金由买方对卖方应当0.5%每周最多数量的5%的迟延交付的货物的价格,交货延迟或不能交货的货物。
7.claim ( 索赔）的用法
(1) 用作可数名词，表示索赔。写作时，要注意动词的搭配：提出索赔用file，lodge,make,
put forward,put in 等，拒绝索赔用reject，放弃索赔用 give up,waive,撤回索赔用withdraw,解决索赔用settle。介词的搭配：向某人提出索赔用against,对某物提出索赔用on,索赔的原因和索赔的金额用for等。例如：
Buyers have lodged a claim against Sellers on this shipment for US$10,000 for short
weight 由于短重，买方向卖方对这批船货提出索赔一万美元。
(2) 用作及物动词，表示索赔。例如：
Buyers claim US$900 against Sellers for inferiority of quality.买方因品质低劣向卖方索赔900美元。
8.Privity 共同利益关系
The relationship hereby established between Supplier and Distributor, during the
effective period of this Agreement, shall be solely that of Seller and Buyer, and
Distributor shall under no circumstances be considered to the agent or legal
representative of Supplier for any purpose whatsoever and shall have no right or
authority to create or assume any obligation or
responsibility of any kind,expressed
or implied, in the name of or on behalf of Supplier
特此建立供应商和经销商之间的关系,在本协议的有效期内,应单独买卖,和经销商应当在任何情况下被认为供应商的代理人或法定代表人任何目的并没有权利或权力创建或承担任何义务或责任,表达或暗示的名义或代表供应商。
9.Prohibition of Re-export 禁止出口
Distributor shall sell Products only in Territory and shall not, directly or
indirectly, resell or re-export Products to any place or country outside Territory,
nor shall resell Products to any other person, firm or corporation in Territory,
whom Distributor, to the best of his knowledge and belief, knows and has reason
to believe to have the intent to resell or re-export Products to any place or country
outside Territory.
经销商销售产品只有在领土和不得直接或间接地转售或再出口产品以外的任何地方或国家的领土,也不可转售产品到任何其他的人,公司或公司的领土,谁的经销商,他的最好的知识和信仰,知道,有理由相信目的转售或再出口产品以外的任何地方或国家的领土。