般性货物出口合格式（附英文）
合号码： 签约日期： 买方： 卖方： 合买卖双方缔结中英文字写成两种文体具等效力述条款卖方意售出买方意购进商品： 「章名」 第部分 1商品名称规格 2生产国制造厂商 3单价（包装费包括） 4数量 5总值 6包装（适合海洋运输） 7保险（非协议保险均买方负责） 8装船时间 9装运口岸 10目口岸 11装运唛头卖方负责件货物牢固褪色颜料明显刷印标明述唛头目口岸件号毛重净重尺码买方求标记系危险／毒货物卖方负责保证件货物明显标明货物性质说明惯接受标记 12付款条件：买方货物装船时间前月通＿＿＿＿＿＿银行开出卖方抬头撤销信证卖方货物装船启运合交货条款第18条A款列单开证银行议付贷款述信证效期装船15天截止 13条件：非买方意接受合切关事项均第二部分交货条款规定办理该交货条款合分部分合附加条款动优先执行附加条款附加条款合条款抵触附加条款准 「章名」 第二部分 「章名」 14FOB／FAS条件 141合项货物装运舱位买方买方运输代理＿＿＿＿＿＿＿＿＿＿＿租订 142FOB条件卖方应负责订货物合第8条规定装船期买方通知日期装买方指定船 143FAS条件卖方应负责订货物合第8条规定装船期买方通知日期交买方指定船吊杆 144货物装运日前10－15天买方应电报电传通知卖方合号船预计港日期装运数量船运代理名称便卖方该船运代理联系安排货物装运卖方应联系结果通电报电传时报告买方买方需变更船者船预先通知卖方日期提前推迟达装运港口买方船运代理应时通知卖方卖方应买方运输代理买方保持密切联系 145买方订船达装运港卖方买方通知装船时间货物装船货物交吊杆卖方应负担买方切费损失空舱费滞期费引起／遭受买方切损失 146船撤换延期退关等未时通知卖方停止交货装港发生栈租保险费损失计算应代理通知装船日期（货物晚代理通知装船日期抵达装港应货物抵港日期）准港口免费堆存期满第十六天起买方负担力抗拒情况外述费均原始单买方核实支付卖方应装载货船达装港立货物装船交负担费风险 「章名」 15C＆F条件 151卖方合第8条规定时间应货物装装运港中国口岸直达船未
买方事先许转船货物悬挂中国港口局接受国家旗帜船装载 152卖方租船应适航适货卖方租船时应慎重认真选择承运船买方接受非保赔协会成员船 153卖方租载货船应正常合理时间驶达目港绕行迟延 154卖方租载货船船龄超15年超15年船龄船超船龄额外保险费应卖方负担买方接受船龄超二十年船 155次装运数量超千吨货载少千吨买方指明货载卖方应装船日前少10天电传电报通知买方合号商品名称数量船名船龄船籍船规范预计装货日预计达目港时间船公司名称电传电报挂号 156次装运千吨货载少千吨买方指明货载船长应该船抵达目港前7天24时分电传电报通知买方预计抵港时间合号商品名称数量 157果货物班轮装运载货船必须＿＿＿＿＿＿船级社高船级船级协会条款规定相级船级船状况应保持提单效期终时止装船日准船龄超20年超20年船龄船卖方应负担超船龄外保险费买方绝接受超25年船龄船 158散件货果卖方未买方事前意装入集装箱卖方应负责买方支付赔偿金双方适时间商定具体金额 159卖方应载运货物船保持密切联系快手段通知买方船途中发生切事卖方未时通知买方造成买方切损失卖方应负责赔偿 「章名」 16CIF条件 CIF条件合第15条C＆F条件适外卖方负责货物保险允许免赔率 「章名」 17装船通知 货物装船完毕48时卖方应电报电传通知买方合号商品名称装重量（毛／净）数量发票价值船名装运口岸开船日期预计达目港时间卖方未时电报电传买方述装船通知买方时保险卖方负责赔偿买方引起切损害／损失 「章名」 18装船单 18A卖方列单付款银行议付货款： 18A1填写通知目口岸＿＿＿＿＿＿＿＿＿＿运输公司空白抬头空白背书全套已装运洋轮清洁提单（系C＆F／CIF条款注明运费已付系FOB／FAS条款注明运费收） 18A2信证受益签名出具发票5份注明合号信证号商品名称详细规格装船唛头标记 18A3两份信证受益出具装箱单／重量单注明件货物毛重净重／尺码 18A4制造商／装运口岸合格独立公证行签发品质检验证书数量重量证书两份必须注明货物全部规格信证规定相符
18A5交货条件第17条规定装船通知电报电传副份 18A6证明述单副已合求寄出书信封 18A7运货船国籍已买批准书信封 18A8系卖方保险需提供投保少发票价值110％切险战争险保险单 18B接受影印动电脑处理复印正单非单印清晰正字样发证单位授权领导手签证明 18C联运提单迟期提单简式提单接受 18D受益指定第三者装船者接受非该第三者提单装船者背书转受益受赠背书方接受 18E信证开立日期前出具单接受 18FC＆F／CIF货载接受租船提单非受益提供租船合船长副收装船命令货物配载图买方信证求提供单副份 18G卖方须提单发票装箱单两份副船带交目口岸买方收货代理＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿ 18H载运货船启碇卖方须立航空邮寄全套单副份买方三份目口岸外贸易运输公司分公司 18I卖方应负责赔偿买方卖方失寄迟寄述单买方遭受切损失 18J中华民国境外银行费卖方负担 「章名」 19合订货物空运合关海运切条款均空运条款执行 「章名」 20危险品说明书 属危险品／毒卖方必须提供危险毒性运输仓储装卸注意事项防治急救消防方法说明书卖方应项说明书三份装船单航空邮寄买方目口岸＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿运输公司 「章名」 21检验索赔 货物目口岸卸毕60天（果集装箱装运开箱60天）中国进出口商品检验局复验发现品质数量重量方面合规定符属保险公司船行负责者外买方权述检验局出具检验证书卖方提出退货索赔退货索赔引起切费包括检验费利息损失均卖方负担情况货物适抽样寄送时卖方求买方样品寄交卖方 「章名」 22赔偿费 力抗拒推迟交货者外果卖方交货合规定条件交货卖方应负责买方赔偿引起切损失遭受损害包括买价／买价差价空舱费滞期费引起直接间接损失买方权撤销全部部分合妨碍买方卖方提出索赔权利 「章名」 23赔偿例外 般公认力抗拒原交货延迟交货卖方买方负责卖方应事发生立电报电传告买方事发生15天航空邮寄买方灾害发生点关政府机关商会出具证明证实灾害存果述力抗拒继续存60天买方权撤销合全部部 「章名」 24仲裁 双方意切执行解释合条款发生争议努力通友协商解决争议发生日起合理时间超90天协商取买卖双方满意结果
时买方决定认合适辖权法院提出诉讼该争议应提交仲裁双方协议仲裁应中国北京举行中国国际贸易促进委员会外贸易仲裁委员会制订仲裁规程序进行仲裁该仲裁终局裁决双方均约束力仲裁费非决定败诉方负担 卖方： 买方： 「名称」 1 PURCHASE CONTRACT 「题注」 「章名」 Whole Doc Contract No： Date： The Buyer： The Seller： The Contract made out in Chinese and English both version being equally authentic by and between the Seller and the Buyer whereby the Seller agrees to sell and the Buyer agrees to buy the undermentioned goods subject to terms and conditions set forth hereinafter as follows： 「章名」 SECTION 1 1 Name of Commodity and specification 2 Country of Origin & Manufacturer 3 Unit Price （packing charges included） 4 Quantity 5 Total Value 6 Packing （seaworthy） 7 Insurance （to be covered by the Buyer unless otherwise） 8 Time of Shipment 9 Port of Loading 10 Port of Destination mark shown as below in addition to the port of destination package number gross and net weights measurements and other marks as the Buyer may require stencilled or marked conspicuously with fast and unfailing pigments on each package In the case of dangerous andor poisonous cargo （es） the Seller is obliged to take care to ensure that the nature and the generally adopted symbol shall be marked conspicuously on each package 12 Terms of Payment： One month prior to the time of shipment the Buyer shall open with the Bank of _______an irrevocable Letter of Credit in favour of the Seller payable at the issuing bank against presentation of documents as stipulated under Clause 18 A of SECTION II the Terms of Delivery of this Contract after departure of the carrying vessel The said Letter of Credit shall remain in force till the 15th day after shipment 13 Other Terms： Unless otherwise agreed and accepted by the Buyer all other matters related to this contract shall be governed by Section II the Terms of Delivery which shall form an integral part of this Contract Any supplementary terms and conditions that may be attached to this Contract shall automatically prevail over the terms and conditions of this Contract if such supplementary terms and conditions come in conflict with terms and conditions herein and shall be binding upon both parties FOR THE SELLER FOR THE BUYER 「章名」 SECTION 2 「章名」 14 FOBFAS TERMS 141 The shipping space for the contracted goods shall be booked by the Buyer or the Buyers shipping agent __________ 142 Under FOB terms the Seller shall undertake to load the contracted goods on board the vessel nominated by the Buyer on any date notified by the Buyer within the time of shipment as stipulated in Clause 8 of this Contract 143 Under FAS terms the Seller shall undertake to deliver the contracted goods under the tackle of the vessel nominated by the Buyer on any date notified by the Buyer within the time of shipment as stipulated in Clause 8 of this Contract 144 1015 days prior to the date of shipment the Buyer shall inform the Seller by cable or telex of the contract number name of vessel ETA of vessel quantity to be loaded and the name of shipping agent so as to enable the Seller to contact the shipping agent direct and arrange the shipment of the goods The Seller shall advise by cable or telex in time the Buyer of the result thereof Should for certain reasons it become necessary for the Buyer to replace the named vessel with another one or should the named vessel arrive at the port of shipment earlier or later than the date of arrival as previously notified to the Seller the Buyer or its shipping agent shall advise the Seller to this effect in due time The Seller shall also keep in close contact with the agent or the Buyer
145 Should the Seller fail to load the goods on board or to deliver the goods under the tackle of the vessel booked by the Buyer Within the time as notified by the Buyer after its arrival at the port of shipment the Seller shall be fully liable to the Buyer and responsible for all losses and expenses such as dead freight demurrage Consequential losses incurred upon andor suffered by the Buyer 146 Should the vessel be withdrawn or replaced or delayed eventually or the cargo be shutout etc and the Seller be not informed in good time to stop delivery of the cargo the calculation of the loss in storage expenses and insurance premium thus sustained at the loading port shall be based on the loading date notified by the agent to the Seller （or based on the date of the arrival of the cargo at the loading port in case the cargo should arrive there later than the notified loading date） The abovementioned loss to be calculated from the 16th day after expiry of the free storage time at the port should be borne by the Buyer with the exception of Force Majeure However the Seller shall still undertake to load the cargo immediately upon the carrying vessels arrival at the loading port at its own risk and expenses The payment of the aforesaid expenses shall be effected against presentation of the original vouchers after the Buyer’s verification 「章名」 15 C&F Terms 151 The Seller shall ship the goods within the time as stipulated in clause 8 of this Contract by a direct vessel sailing from the port of loading to China port Transhipment on route is not allowed without the Buyers prior consent The goods shall not be carried by vessels flying flags of countries not acceptable to the Port Authorities of China 152 The carrying vessel chartered by the Seller shall be seaworthy and cargoworthy The Seller shall be obliged to act prudently and conscientiously when selecting the vessel and the carrier when chartering such vessel The Buyer is justified in not accepting vessels chartered by the Seller that are not members of the PICLUB 153 The carrying vessel chartered by the Seller shall sail and arrive at the port of destination within the normal and reasonable period of time Any unreasonable aviation or delay is not allowed 154 The age of the carrying vessel chartered by the Seller shall not exceed 15 years In case her age exceeds 15 years the extra average insurance premium thus incurred shall be borne by the Seller Vessel over 20 years of age shall in no event be acceptable to the Buyer 155 For cargo lots over 1000 MT each or any other lots less than 1000 metric tons but identified by the Buyer the Seller shall at least 10 days prior to the date of shipment inform the Buyer by telex or cable of the following information： the contract number the name of commodity quantity the name of the carrying vessel the age nationality and particulars of the carrying vessel the expected date of loading the expected time of arrival at the port of destination the name telex and cable address of the carrier 156 For cargo lots over 1000 MT each or any other lots less than 1000 metric tons but identified by the Buyer the Master of the carrying vessel shall notify the Buyer respectively 7 （seven） days and 24 （twentyfour） hours prior to the arrival of the vessel at the port of destination by telex or cable about its ETA （expected time of arrival） contract number the name of commodity and quantity 157 If goods are to be shipped per liner vessel under liner Bill of Lading the carrying vessel must be classified as the highest ____________ or equivalent class as per the Institute Classification Clause and shall be so maintained throughout the duration of the relevant Bill of Lading Nevertheless the maximum age of the vessel shall not exceed 20 years at the date of loading The seller shall bear the average insurance premium for liner vessel older than 20 years Under no circum stances shall the Buyer accept vessel over 25 years of age
158 For break bulk cargoes if goods are shipped in containers by the Seller without prior consent of the Buyer a compensation of a certain amount to be agreed upon by both parties shall be payable to the Buyer by the Seller 159 The Seller shall maintain close contact with the carrying vessel and shall notify the Buyer by fastest means of communication about any and all accidents that may occur while the carrying vessel is on route The Seller shall assume full responsibility and shall compensate the Buyer for all losses incurred for its failure to give timely advice or notification to the Buyer 「章名」 16 CIF Terms： Under CIF terms besides Clause 15 C&F Terms of this contract which shall be applied the Seller shall be responsible for covering the cargo with relevant insurance with irrespective percentage 「章名」 17 Advice of Shipment： Within 48 hours immediately after completion of loading of goods on board the vessel the Seller shall advise the Buyer by cable or telex of the contract number the name of goods weight （netgross） or quantity loaded invoice value name of vessel port of loading sailing date and expected time of arrival （ETA） at the port of destination Should the Buyer be unable to arrange insurance in time owing to the Sellers failure to give the above mentioned advice of shipment by cable or telex the Seller shall be held responsible for any and all damages andor losses attributable to such failure 「章名」 18 Shipping Documents 18A The Seller shall present the following documents to the paying bank for negotiation of payment： 18A1 Full set of clean on board freight prepaid for C&FCIF Terms or Freight to collect for FOBFAS Terms Ocean Bills of Lading made out to order and blank endorsed notifying ___________at the port of destination 18A2 Five copies of signed invoice indicating contract number LC number name of commodity full specifications and shipping mark signed and issued by the Beneficiary of Letter of Credit 18A3 Two copies of packing list andor weight memo with indication of gross and net weight of each package andor measurements issued by beneficiary of Letter of Credit 18A4 Two copies each of the certificates of quality and quantity or weight issued by the manufacturer andor a qualified independent surveyor at the loading port and must indicate full specifications of goods conforming to stipulations in Letter of Credit 18A5 One duplicate copy of the cable or telex advice of shipment as stipulated in Clause 17 of the Terms of Delivery 18A6 A letter attesting that extra copies of abovementioned documents have been dispatched according to the Contract 18A7 A letter attesting that the nationality of the carrying vessel has been approved by the Buyer 18A8 The relevant insurance policy covering but not limited to at least 110 of the invoice value against all and war risks if the insurance is covered by the Buyer 18B Any original document（s） made by rephotographic system automated or computerized system or carbon copies shall not be acceptable unless they are clearly marked as ORIGINAL and certified with signatures in hand writing by authorised officers of the issuing company or corporation 18C Through Bill of Lading Stale Bill of Lading Short Form Bill of Lading shall not be acceptable 18D Third Party appointed by the Beneficiary as shipper shall not be acceptable unless such Third Party Bill of Lading is made out to the order of shipper and endorsed to the Beneficiary and blank endorsed by the Beneficiary 18E Documents issued earlier than the opening date of Letter of Credit shall not be acceptable 18F In the case of C&FCIF shipments Charter Party Bill of Lading shall not be acceptable unless Beneficiary provides one copy each of the Charter Party Masters of Mate’s receipt shipping order and cargo or stowage plan andor other documents called for in the Letter of Credit by the Buyer
18G The seller shall dispatch in care of the carrying vessel two copies each of the duplicates of Bill of Lading Invoice and Packing List to the Buyers receiving agent _______________at the port of destination 18H Immediately after the departure of the carrying vessel the Seller shall airmail one set of the duplicate documents to the Buyer and three sets of the same to ______________________________ Transportation Corporation at the port of destination 18I The Seller shall assume full responsibility and be liable to the Buyer and shall compensate the Buyer for all losses arising from going astray of andor the delay in the dispatch of the above mentioned documents 18J Banking charges outside the Peoples Republic of China shall be for the Seller’s account 「章名」 19 If the goods under this Contract are to be dispatched by air all the terms and conditions of this Contract in connection with ocean transportation shall be governed by relevant air terms 「章名」 20 Instruction leaflets on dangerous cargo： For dangerous andor poisonous cargo the Seller must provide instruction leaflets stating the hazardous or poisonous properties transportation storage and handling remarks as well as precautionary and firstair measures and measures against fire The Seller shall airmail together with other shipping documents three copies each of the same to the Buyer and___________________ Transportation Corporation at the port of destination 「章名」 21 Inspection & claims： In case the quality quantity or weight of the goods be found not in conformity with those as stipulated in this Contract upon reinspection by the China Commodity Import and Export inspection Bureau within 60 days after completion of the discharge of the goods at the port of destination or if goods are shipped in containers 60 days after the opening of such containers the Buyer shall have the right to request the Seller to take back the goods or lodge claims against the Seller for compensation for losses upon the strength of the Inspection Certificate issued by the said Bureau with the exception of those claims for which the insurers or owners of the carrying vessel are liable all expenses including but not limited to inspection fees interest losses arising from the return of the goods or claims shall be borne by the Seller In such a case the Buyer may if so requested send a sample of the goods in question to the Seller provided that sampling and sending of such sample is feasible 「章名」 22 Damages： With the exception of late delivery or nondelivery due to Force Majeure causes if the Seller fails to make delivery of the goods in accordance with the terms and conditions jointly or severally of this Contract the Seller shall be liable to the Buyer and indemnify the Buyer for all losses damages including but not limited to purchase price andor purchase price differentials deadfreight demurrage and all consequential direct or indirect losses The Buyer shall nevertheless have the right to cancel in part or in whole of the contract without prejudice to the Buyers right to claim compensations 「章名」 23 Force Majeure： Neither the Seller or the Buyer shall be held responsible for late delivery or nondelivery owing to generally recognized Force Majeurecauses However in such a case the Seller shall immediately advise by cable or telex the Buyer of the accident and airmail to the Buyer within 15 days after the accident a certificate of the accident issued by the competent government authority or the chamber of commerce which is located at the place where the accident occurs as evidence thereof If the said Force Majeure cause lasts over 60 days the Buyer shall have the right to cancel the whole or the undelivered part of the order for the goods as stipulated in Contract 「章名」 24 Arbitration
： Both parties agree to attempt to resolve all disputes between the parties with respect to the application or interpretation of any term hereof of transaction hereunder through amicable negotiation If a dispute cannot be resolved in this manner to the satisfaction of the Seller and the Buyer within a reasonable period of time maximum not exceeding 90 days after the date of the notification of such dispute the case under dispute shall be submitted to arbitration if the Buyer should decide not to take the case to court at a place of jurisdiction that the Buyer may deem appropriate Unless otherwise agreed upon by both parties such arbitration shall be held in ________ and shall be governed by the rules and procedures of arbitration stipulated by the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade The decision by such arbitration shall be accepted as final and binding upon both parties The arbitration fees shall be borne by the losing party unless otherwise awarded
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合号码： 签约日期： 买方： 卖方： 合买卖双方缔结中英文字写成两种文体具等效力述条款卖方意售出买方意购进商品： 「章名」 第部分 1商品名称规格 2生产国制造厂商 3单价（包装费包括） 4数量 5总值 6包装（适合海洋运输） 7保险（非协议保险均买方负责） 8装船时间 9装运口岸 10目口岸 11装运唛头卖方负责件货物牢固褪色颜料明显刷印标明述唛头目口岸件号毛重净重尺码买方求标记系危险／毒货物卖方负责保证件货物明显标明货物性质说明惯接受标记 12付款条件：买方货物装船时间前月通＿＿＿＿＿＿银行开出卖方抬头撤销信证卖方货物装船启运合交货条款第18条A款列单开证银行议付贷款述信证效期装船15天截止 13条件：非买方意接受合切关事项均第二部分交货条款规定办理该交货条款合分部分合附加条款动优先执行附加条款附加条款合条款抵触附加条款准 「章名」 第二部分 「章名」 14FOB／FAS条件 141合项货物装运舱位买方买方运输代理＿＿＿＿＿＿＿＿＿＿＿租订 142FOB条件卖方应负责订货物合第8条规定装船期买方通知日期装买方指定船 143FAS条件卖方应负责订货物合第8条规定装船期买方通知日期交买方指定船吊杆 144货物装运日前10－15天买方应电报电传通知卖方合号船预计港日期装运数量船运代理名称便卖方该船运代理联系安排货物装运卖方应联系结果通电报电传时报告买方买方需变更船者船预先通知卖方日期提前推迟达装运港口买方船运代理应时通知卖方卖方应买方运输代理买方保持密切联系 145买方订船达装运港卖方买方通知装船时间货物装船货物交吊杆卖方应负担买方切费损失空舱费滞期费引起／遭受买方切损失 146船撤换延期退关等未时通知卖方停止交货装港发生栈租保险费损失计算应代理通知装船日期（货物晚代理通知装船日期抵达装港应货物抵港日期）准港口免费堆存期满第十六天起买方负担力抗拒情况外述费均原始单买方核实支付卖方应装载货船达装港立货物装船交负担费风险 「章名」 15C＆F条件 151卖方合第8条规定时间应货物装装运港中国口岸直达船未
买方事先许转船货物悬挂中国港口局接受国家旗帜船装载 152卖方租船应适航适货卖方租船时应慎重认真选择承运船买方接受非保赔协会成员船 153卖方租载货船应正常合理时间驶达目港绕行迟延 154卖方租载货船船龄超15年超15年船龄船超船龄额外保险费应卖方负担买方接受船龄超二十年船 155次装运数量超千吨货载少千吨买方指明货载卖方应装船日前少10天电传电报通知买方合号商品名称数量船名船龄船籍船规范预计装货日预计达目港时间船公司名称电传电报挂号 156次装运千吨货载少千吨买方指明货载船长应该船抵达目港前7天24时分电传电报通知买方预计抵港时间合号商品名称数量 157果货物班轮装运载货船必须＿＿＿＿＿＿船级社高船级船级协会条款规定相级船级船状况应保持提单效期终时止装船日准船龄超20年超20年船龄船卖方应负担超船龄外保险费买方绝接受超25年船龄船 158散件货果卖方未买方事前意装入集装箱卖方应负责买方支付赔偿金双方适时间商定具体金额 159卖方应载运货物船保持密切联系快手段通知买方船途中发生切事卖方未时通知买方造成买方切损失卖方应负责赔偿 「章名」 16CIF条件 CIF条件合第15条C＆F条件适外卖方负责货物保险允许免赔率 「章名」 17装船通知 货物装船完毕48时卖方应电报电传通知买方合号商品名称装重量（毛／净）数量发票价值船名装运口岸开船日期预计达目港时间卖方未时电报电传买方述装船通知买方时保险卖方负责赔偿买方引起切损害／损失 「章名」 18装船单 18A卖方列单付款银行议付货款： 18A1填写通知目口岸＿＿＿＿＿＿＿＿＿＿运输公司空白抬头空白背书全套已装运洋轮清洁提单（系C＆F／CIF条款注明运费已付系FOB／FAS条款注明运费收） 18A2信证受益签名出具发票5份注明合号信证号商品名称详细规格装船唛头标记 18A3两份信证受益出具装箱单／重量单注明件货物毛重净重／尺码 18A4制造商／装运口岸合格独立公证行签发品质检验证书数量重量证书两份必须注明货物全部规格信证规定相符
18A5交货条件第17条规定装船通知电报电传副份 18A6证明述单副已合求寄出书信封 18A7运货船国籍已买批准书信封 18A8系卖方保险需提供投保少发票价值110％切险战争险保险单 18B接受影印动电脑处理复印正单非单印清晰正字样发证单位授权领导手签证明 18C联运提单迟期提单简式提单接受 18D受益指定第三者装船者接受非该第三者提单装船者背书转受益受赠背书方接受 18E信证开立日期前出具单接受 18FC＆F／CIF货载接受租船提单非受益提供租船合船长副收装船命令货物配载图买方信证求提供单副份 18G卖方须提单发票装箱单两份副船带交目口岸买方收货代理＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿ 18H载运货船启碇卖方须立航空邮寄全套单副份买方三份目口岸外贸易运输公司分公司 18I卖方应负责赔偿买方卖方失寄迟寄述单买方遭受切损失 18J中华民国境外银行费卖方负担 「章名」 19合订货物空运合关海运切条款均空运条款执行 「章名」 20危险品说明书 属危险品／毒卖方必须提供危险毒性运输仓储装卸注意事项防治急救消防方法说明书卖方应项说明书三份装船单航空邮寄买方目口岸＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿运输公司 「章名」 21检验索赔 货物目口岸卸毕60天（果集装箱装运开箱60天）中国进出口商品检验局复验发现品质数量重量方面合规定符属保险公司船行负责者外买方权述检验局出具检验证书卖方提出退货索赔退货索赔引起切费包括检验费利息损失均卖方负担情况货物适抽样寄送时卖方求买方样品寄交卖方 「章名」 22赔偿费 力抗拒推迟交货者外果卖方交货合规定条件交货卖方应负责买方赔偿引起切损失遭受损害包括买价／买价差价空舱费滞期费引起直接间接损失买方权撤销全部部分合妨碍买方卖方提出索赔权利 「章名」 23赔偿例外 般公认力抗拒原交货延迟交货卖方买方负责卖方应事发生立电报电传告买方事发生15天航空邮寄买方灾害发生点关政府机关商会出具证明证实灾害存果述力抗拒继续存60天买方权撤销合全部部 「章名」 24仲裁 双方意切执行解释合条款发生争议努力通友协商解决争议发生日起合理时间超90天协商取买卖双方满意结果
时买方决定认合适辖权法院提出诉讼该争议应提交仲裁双方协议仲裁应中国北京举行中国国际贸易促进委员会外贸易仲裁委员会制订仲裁规程序进行仲裁该仲裁终局裁决双方均约束力仲裁费非决定败诉方负担 卖方： 买方： 「名称」 1 PURCHASE CONTRACT 「题注」 「章名」 Whole Doc Contract No： Date： The Buyer： The Seller： The Contract made out in Chinese and English both version being equally authentic by and between the Seller and the Buyer whereby the Seller agrees to sell and the Buyer agrees to buy the undermentioned goods subject to terms and conditions set forth hereinafter as follows： 「章名」 SECTION 1 1 Name of Commodity and specification 2 Country of Origin & Manufacturer 3 Unit Price （packing charges included） 4 Quantity 5 Total Value 6 Packing （seaworthy） 7 Insurance （to be covered by the Buyer unless otherwise） 8 Time of Shipment 9 Port of Loading 10 Port of Destination mark shown as below in addition to the port of destination package number gross and net weights measurements and other marks as the Buyer may require stencilled or marked conspicuously with fast and unfailing pigments on each package In the case of dangerous andor poisonous cargo （es） the Seller is obliged to take care to ensure that the nature and the generally adopted symbol shall be marked conspicuously on each package 12 Terms of Payment： One month prior to the time of shipment the Buyer shall open with the Bank of _______an irrevocable Letter of Credit in favour of the Seller payable at the issuing bank against presentation of documents as stipulated under Clause 18 A of SECTION II the Terms of Delivery of this Contract after departure of the carrying vessel The said Letter of Credit shall remain in force till the 15th day after shipment 13 Other Terms： Unless otherwise agreed and accepted by the Buyer all other matters related to this contract shall be governed by Section II the Terms of Delivery which shall form an integral part of this Contract Any supplementary terms and conditions that may be attached to this Contract shall automatically prevail over the terms and conditions of this Contract if such supplementary terms and conditions come in conflict with terms and conditions herein and shall be binding upon both parties FOR THE SELLER FOR THE BUYER 「章名」 SECTION 2 「章名」 14 FOBFAS TERMS 141 The shipping space for the contracted goods shall be booked by the Buyer or the Buyers shipping agent __________ 142 Under FOB terms the Seller shall undertake to load the contracted goods on board the vessel nominated by the Buyer on any date notified by the Buyer within the time of shipment as stipulated in Clause 8 of this Contract 143 Under FAS terms the Seller shall undertake to deliver the contracted goods under the tackle of the vessel nominated by the Buyer on any date notified by the Buyer within the time of shipment as stipulated in Clause 8 of this Contract 144 1015 days prior to the date of shipment the Buyer shall inform the Seller by cable or telex of the contract number name of vessel ETA of vessel quantity to be loaded and the name of shipping agent so as to enable the Seller to contact the shipping agent direct and arrange the shipment of the goods The Seller shall advise by cable or telex in time the Buyer of the result thereof Should for certain reasons it become necessary for the Buyer to replace the named vessel with another one or should the named vessel arrive at the port of shipment earlier or later than the date of arrival as previously notified to the Seller the Buyer or its shipping agent shall advise the Seller to this effect in due time The Seller shall also keep in close contact with the agent or the Buyer
145 Should the Seller fail to load the goods on board or to deliver the goods under the tackle of the vessel booked by the Buyer Within the time as notified by the Buyer after its arrival at the port of shipment the Seller shall be fully liable to the Buyer and responsible for all losses and expenses such as dead freight demurrage Consequential losses incurred upon andor suffered by the Buyer 146 Should the vessel be withdrawn or replaced or delayed eventually or the cargo be shutout etc and the Seller be not informed in good time to stop delivery of the cargo the calculation of the loss in storage expenses and insurance premium thus sustained at the loading port shall be based on the loading date notified by the agent to the Seller （or based on the date of the arrival of the cargo at the loading port in case the cargo should arrive there later than the notified loading date） The abovementioned loss to be calculated from the 16th day after expiry of the free storage time at the port should be borne by the Buyer with the exception of Force Majeure However the Seller shall still undertake to load the cargo immediately upon the carrying vessels arrival at the loading port at its own risk and expenses The payment of the aforesaid expenses shall be effected against presentation of the original vouchers after the Buyer’s verification 「章名」 15 C&F Terms 151 The Seller shall ship the goods within the time as stipulated in clause 8 of this Contract by a direct vessel sailing from the port of loading to China port Transhipment on route is not allowed without the Buyers prior consent The goods shall not be carried by vessels flying flags of countries not acceptable to the Port Authorities of China 152 The carrying vessel chartered by the Seller shall be seaworthy and cargoworthy The Seller shall be obliged to act prudently and conscientiously when selecting the vessel and the carrier when chartering such vessel The Buyer is justified in not accepting vessels chartered by the Seller that are not members of the PICLUB 153 The carrying vessel chartered by the Seller shall sail and arrive at the port of destination within the normal and reasonable period of time Any unreasonable aviation or delay is not allowed 154 The age of the carrying vessel chartered by the Seller shall not exceed 15 years In case her age exceeds 15 years the extra average insurance premium thus incurred shall be borne by the Seller Vessel over 20 years of age shall in no event be acceptable to the Buyer 155 For cargo lots over 1000 MT each or any other lots less than 1000 metric tons but identified by the Buyer the Seller shall at least 10 days prior to the date of shipment inform the Buyer by telex or cable of the following information： the contract number the name of commodity quantity the name of the carrying vessel the age nationality and particulars of the carrying vessel the expected date of loading the expected time of arrival at the port of destination the name telex and cable address of the carrier 156 For cargo lots over 1000 MT each or any other lots less than 1000 metric tons but identified by the Buyer the Master of the carrying vessel shall notify the Buyer respectively 7 （seven） days and 24 （twentyfour） hours prior to the arrival of the vessel at the port of destination by telex or cable about its ETA （expected time of arrival） contract number the name of commodity and quantity 157 If goods are to be shipped per liner vessel under liner Bill of Lading the carrying vessel must be classified as the highest ____________ or equivalent class as per the Institute Classification Clause and shall be so maintained throughout the duration of the relevant Bill of Lading Nevertheless the maximum age of the vessel shall not exceed 20 years at the date of loading The seller shall bear the average insurance premium for liner vessel older than 20 years Under no circum stances shall the Buyer accept vessel over 25 years of age
158 For break bulk cargoes if goods are shipped in containers by the Seller without prior consent of the Buyer a compensation of a certain amount to be agreed upon by both parties shall be payable to the Buyer by the Seller 159 The Seller shall maintain close contact with the carrying vessel and shall notify the Buyer by fastest means of communication about any and all accidents that may occur while the carrying vessel is on route The Seller shall assume full responsibility and shall compensate the Buyer for all losses incurred for its failure to give timely advice or notification to the Buyer 「章名」 16 CIF Terms： Under CIF terms besides Clause 15 C&F Terms of this contract which shall be applied the Seller shall be responsible for covering the cargo with relevant insurance with irrespective percentage 「章名」 17 Advice of Shipment： Within 48 hours immediately after completion of loading of goods on board the vessel the Seller shall advise the Buyer by cable or telex of the contract number the name of goods weight （netgross） or quantity loaded invoice value name of vessel port of loading sailing date and expected time of arrival （ETA） at the port of destination Should the Buyer be unable to arrange insurance in time owing to the Sellers failure to give the above mentioned advice of shipment by cable or telex the Seller shall be held responsible for any and all damages andor losses attributable to such failure 「章名」 18 Shipping Documents 18A The Seller shall present the following documents to the paying bank for negotiation of payment： 18A1 Full set of clean on board freight prepaid for C&FCIF Terms or Freight to collect for FOBFAS Terms Ocean Bills of Lading made out to order and blank endorsed notifying ___________at the port of destination 18A2 Five copies of signed invoice indicating contract number LC number name of commodity full specifications and shipping mark signed and issued by the Beneficiary of Letter of Credit 18A3 Two copies of packing list andor weight memo with indication of gross and net weight of each package andor measurements issued by beneficiary of Letter of Credit 18A4 Two copies each of the certificates of quality and quantity or weight issued by the manufacturer andor a qualified independent surveyor at the loading port and must indicate full specifications of goods conforming to stipulations in Letter of Credit 18A5 One duplicate copy of the cable or telex advice of shipment as stipulated in Clause 17 of the Terms of Delivery 18A6 A letter attesting that extra copies of abovementioned documents have been dispatched according to the Contract 18A7 A letter attesting that the nationality of the carrying vessel has been approved by the Buyer 18A8 The relevant insurance policy covering but not limited to at least 110 of the invoice value against all and war risks if the insurance is covered by the Buyer 18B Any original document（s） made by rephotographic system automated or computerized system or carbon copies shall not be acceptable unless they are clearly marked as ORIGINAL and certified with signatures in hand writing by authorised officers of the issuing company or corporation 18C Through Bill of Lading Stale Bill of Lading Short Form Bill of Lading shall not be acceptable 18D Third Party appointed by the Beneficiary as shipper shall not be acceptable unless such Third Party Bill of Lading is made out to the order of shipper and endorsed to the Beneficiary and blank endorsed by the Beneficiary 18E Documents issued earlier than the opening date of Letter of Credit shall not be acceptable 18F In the case of C&FCIF shipments Charter Party Bill of Lading shall not be acceptable unless Beneficiary provides one copy each of the Charter Party Masters of Mate’s receipt shipping order and cargo or stowage plan andor other documents called for in the Letter of Credit by the Buyer
18G The seller shall dispatch in care of the carrying vessel two copies each of the duplicates of Bill of Lading Invoice and Packing List to the Buyers receiving agent _______________at the port of destination 18H Immediately after the departure of the carrying vessel the Seller shall airmail one set of the duplicate documents to the Buyer and three sets of the same to ______________________________ Transportation Corporation at the port of destination 18I The Seller shall assume full responsibility and be liable to the Buyer and shall compensate the Buyer for all losses arising from going astray of andor the delay in the dispatch of the above mentioned documents 18J Banking charges outside the Peoples Republic of China shall be for the Seller’s account 「章名」 19 If the goods under this Contract are to be dispatched by air all the terms and conditions of this Contract in connection with ocean transportation shall be governed by relevant air terms 「章名」 20 Instruction leaflets on dangerous cargo： For dangerous andor poisonous cargo the Seller must provide instruction leaflets stating the hazardous or poisonous properties transportation storage and handling remarks as well as precautionary and firstair measures and measures against fire The Seller shall airmail together with other shipping documents three copies each of the same to the Buyer and___________________ Transportation Corporation at the port of destination 「章名」 21 Inspection & claims： In case the quality quantity or weight of the goods be found not in conformity with those as stipulated in this Contract upon reinspection by the China Commodity Import and Export inspection Bureau within 60 days after completion of the discharge of the goods at the port of destination or if goods are shipped in containers 60 days after the opening of such containers the Buyer shall have the right to request the Seller to take back the goods or lodge claims against the Seller for compensation for losses upon the strength of the Inspection Certificate issued by the said Bureau with the exception of those claims for which the insurers or owners of the carrying vessel are liable all expenses including but not limited to inspection fees interest losses arising from the return of the goods or claims shall be borne by the Seller In such a case the Buyer may if so requested send a sample of the goods in question to the Seller provided that sampling and sending of such sample is feasible 「章名」 22 Damages： With the exception of late delivery or nondelivery due to Force Majeure causes if the Seller fails to make delivery of the goods in accordance with the terms and conditions jointly or severally of this Contract the Seller shall be liable to the Buyer and indemnify the Buyer for all losses damages including but not limited to purchase price andor purchase price differentials deadfreight demurrage and all consequential direct or indirect losses The Buyer shall nevertheless have the right to cancel in part or in whole of the contract without prejudice to the Buyers right to claim compensations 「章名」 23 Force Majeure： Neither the Seller or the Buyer shall be held responsible for late delivery or nondelivery owing to generally recognized Force Majeurecauses However in such a case the Seller shall immediately advise by cable or telex the Buyer of the accident and airmail to the Buyer within 15 days after the accident a certificate of the accident issued by the competent government authority or the chamber of commerce which is located at the place where the accident occurs as evidence thereof If the said Force Majeure cause lasts over 60 days the Buyer shall have the right to cancel the whole or the undelivered part of the order for the goods as stipulated in Contract 「章名」 24 Arbitration
： Both parties agree to attempt to resolve all disputes between the parties with respect to the application or interpretation of any term hereof of transaction hereunder through amicable negotiation If a dispute cannot be resolved in this manner to the satisfaction of the Seller and the Buyer within a reasonable period of time maximum not exceeding 90 days after the date of the notification of such dispute the case under dispute shall be submitted to arbitration if the Buyer should decide not to take the case to court at a place of jurisdiction that the Buyer may deem appropriate Unless otherwise agreed upon by both parties such arbitration shall be held in ________ and shall be governed by the rules and procedures of arbitration stipulated by the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade The decision by such arbitration shall be accepted as final and binding upon both parties The arbitration fees shall be borne by the losing party unless otherwise awarded
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