讲义4 合同条款分析

•当事人

•相关事实陈述

•对一些术语的约定定义

•先决条件

•协议内容

•陈述与担保

•格式条款

•时间表

•签名

•附件

1. Status of parties

Eg. Statchem Inc is a corporation duly organized and validly existing under the laws of the State of New York，United States of America，with it’s principle office located at New York City. Statchem Inc is engaged in the business of producing and selling chemicals.

2. purpose of contract

The company desires to appoint a representatives for the Territory as hereinafter defined, and the Representatives declares it possesses the requisite skills, facilities and financial and physical resources to perform as such Representative for the said Territory and Sale Responsibility and is willing to do so.

3. condition precedent

If the buyer fails to make any payment on time, the seller must send a notice of default

before seeking any remedy.

4. Goods

The products and Services, collectively referred to herein as “Goods”, covered by this

Agreement are as described in Schedule 1 hereto and are limited to that as described. They may be subsequently enlarged upon, reduced or otherwise changed by written mutual

consent of the parties.

5. Price

The company undertakes to supply the products to the Distributor at the prices currently as per the Price List set out in Schedule 1 hereto provided always that on giving the Distributor not less than 3 months’s notice in writing the company shall be entitled to make any price adjustments which it considers necessary and prudent.

6. Terms of payment

The distributor shall pay the company for all Products purchased hereunder not later than thirty days from the date of invoice.

7. Uniqueness of goods

The Sellers and buyers affirms that the goods sold under this contract are unique and cannot be purchased on the open market or manufactured specially.

8. Commerce and termination of the contract

This agreement shall be for a period of two years from the date hereof and shall thereafter be renewed for further successive periods of two years provided always that the distributor shall have achieved a level of sales to the satisfaction of the company and also subjected to the provisions for termination hereafter appearing.

9. Language

The English language shall be the controlling language for the purpose of interpreting this Agreement, and all correspondence between Company and Representative shall be in the English language.

10. Procedure on termination

Upon termination of this Agreement, the Distributor shall promptly return to the Company or otherwise dispose of as the Company may instruct all samples, instruction books, technical pamphlets, catalogue, advertising materials and other documents and papers whatsoever in the Distributor’s possession and also deliver up to the Company a note of the names and addresses of all customers to whom the Products have been supplied during the currency of this Agreement.

11.Retention of title

Title to the Products shall only pass to the Distributor when payment has been received by the Company in the manner stipulated in paragraph 4 herein.

12. Service of notice

Any notice given under this Agreement shall be in writing and signed by or on behalf of the party giving it and may be served by leaving it or sending it by fax, prepaid recorded delivery or registered post to the address and for the attention of the relevant party set out in clause 15.2.Any notion s served by fax or post shall be deemed to have been received: