(完整word版)外貿合同中英文版

1、SALES AND PURCHASE CONTRACTGranular Sulphur in BulkDRAFT CONTRACT NUMBER: 100901Offer subject to Seller s final review, confirmation and approval.This agreement made and entered into on September 2, 2010 by and between:Seller:E-MAIL:Phone: Hereinafter called the “ Seller ” andHereinBuyer:Address:Tel

2、:E-mail:Hereinafter called theBuyer” andWhereas: Seller and Buyer, each with full corporate authority, certifies, representsand warrants that each can fulfill the requirements of this agreement and respectively provides the products and the funds referred to herein, on time and under the terms agree

3、d to hereafter.鑒于，買賣雙方擁有完全法人權利，資格，特征并且雙方保證能按照本合同條款規(guī)定按時提供貨 物和支付貨款。Whereas: Buyer hereby agrees and makes an irrevocable firm contract to purchase 30,000 MT ( Therty thousand Metric Tons) MT (+/-5%) of yellow sulphur, FOB UmmQsaar, Iraq, INCOTERMS 2000.鑒于，買方按照國際貿易術語通則 2000項下的FOB條款，同意并簽訂不可撤銷的3萬噸硫磺采購合同。

4、Whereas: Seller and Buyer both agree to finalize this contract under the terms and conditions expressed herein; the product offered for sale is subject only to the terms and conditions contained in this contract and are strictly confidential between Buyer and Seller and is therefore agreed as follow

5、s:鑒于，買賣雙方一致同意按照下文條款的解釋最終訂立合同，銷售的商品要與本合同條款中規(guī)定 的一致且買賣雙方要嚴格保密，合同條款如下：Definitions:定義解釋“Business day shi all mean Monday through Friday, and shall exclude Saturday, Sunday, and holidays.工作日應該為星期一至星期五，應該排除星期六，星期天，和節(jié)假日。"Demurrage"shall mean any surcharge charged for delays beyond the allowed time

6、 for loading or unloading the product from the vessel(s), whether charged by the port or the owner or operator of the vessel(s).滯期費：是指不論港口、船主、還是船公司超出規(guī)定裝運或卸載貨物時間所產(chǎn)生的額外費用?！癝hipment shall mean a delivery of the entire product which is delivered by one vessel at one time, in quantities outlined in this

7、contract.裝運：是指由一艘船一次性裝運合同規(guī)定數(shù)量的全部貨物?！?Port of Loading Country shall mean the country in which the Vessel(s) are loaded.“ Port of Loading shall be the port in the Port of Loading Country where vessel(s) will be loaded with Product.裝運港：船舶裝載貨物所在國家的港口。Vessel or “vesselssKall mean the vessel(s) which tran

8、sport(s) the product.船舶：是指裝載貨物的船舶?！癏oliday s hall mean a holiday recognized by United States banks and the U.S. Federal reserve.節(jié)假日：是指美國銀行公認的和美國聯(lián)邦保留的節(jié)日。Conventions:慣例：INCOTERMS 2000. All terms which are defined by INCOTERMS 2000 shall have the meaning given by International Chamber of Commerce.國際貿易術

9、語2000:所有條款應按照國際商會出版的國際貿易術語通則2000的解釋。Time. In the event a time period ends or starts on a Saturday, Sunday, holiday or on a day which does not qualify as a business day, the time period shall be extended to the next business day.時間：事件的起止時間如果是周六、日，節(jié)假日這些非工作日，則時間應延伸到下一個工作日。Language. The language of all

10、communications required by or occurring within this contract shall be English.語言：合同中所有交流和時間都應該用英語。Units. Unless otherwise specified herein, currency shall be expressed in US. Dollars (USD.); weight shall be expressed in metric tons (MT.); length shall be expressed in meters (M.) or according to the

11、metric system and, months shall be expressed in calendar months according to the Gregorian calendar.除特殊規(guī)定外，貨幣應該美元結算；重量用公噸表示；長度用米表示或與米相符的單位；月份采 用公歷。1. Product:Yellow sulphur shall conform to the specifications outlined in Appendix "A" and/or international standard specifications.貨物硫磺的材質應與附件

12、A或國際標準一致2. Origin: 原產(chǎn)地Iraq伊拉克3. Destination and Port of Loading:隹J貨港，裝運港Destination port is Nantong / Zhenjiang port, China and loading port is UmmQsaar, Iraq except that the port of destination shall not be a U.S. sanctioned port or Country. Notification of cargo readiness shall begin within thirty

13、 (30) days after receipt and confirmation of an operative financial instrument.卸貨港是中國浙江南通港，裝運港是伊拉克UmmQsaar港，(卸貨港應為非美國制裁的伊拉克港口)。在收到并確認買方可操作的 L/C后30日內，賣方應向買方發(fā)貨物準備就緒通知書。A minimum load rate of SEVEN THOUSAND METRIC TONS (7,000 MT) per weather working day (PWWD) is guaranteed by the Seller. Also buyer mu

14、st guarantee berthing if he receives the arrival notice with seven days in advance. Also, all unloading charges at per buyer' s cost and賣方應保證最小的裝貨率是每晴天工作日7000噸。買方必須保證在收到到達通知7天內安排泊位。并且卸貨中產(chǎn)生的所有費用和風險由買方承擔。4. Product delivery at unloading port and acceptance:目的港運輸和接貨：賣方至少應在裝運7個工作日期前安排好船只，船只要求最小裝載量為3

15、萬噸，使用期最長不超過20年，最少3個艙門，有全套的裝載設備，起重機負荷不小于10噸，；與國際法規(guī)完全相符的旗幟、安全性能，以確保船身和設備-。租船和海運的全部費用由買方負責。Seller shall nominate suitable vessel at least seven (7) banking days prior to shipment. Vessel nominated for loading the product shall be a minimum of 30,000 DWCC, max 20 years old, minimum 3 holds/hatches, havi

16、ng fully operational cargo gear of minimum 10 MTS SWL cranes (or otherwise agreed by Seller in Writing), fully compliant with all international regulations of flag, safety, ism, insured for hull and machinery and covered by a first class P & I club. All taxes / dues for the vessel and ocean frei

17、ght shall be the sole responsibility of buyer.Notice of readiness at UmmQsaar, Iraq shall be tendered when the vessel in all aspects are ready for berthing in accordance with this contract and under the Charter Party Agreement. Seller shall have the berthing arranged at the loading port and ready to

18、 start the loading, if buyer inform estimated arrival day within 7 days in advance. The seller will grant berthing of the vessel within 7 (Seven) days of the receipt of the estimated arrival date by the Shipping Agent or Buyer, which may not be unreasonably withhold.伊拉克裝運港的裝運準備就緒通知應在船只按合同和租船協(xié)議規(guī)定全方位停

19、泊后發(fā)出。如果買方提前7天發(fā)出期望到達時間通知，賣方則應安排船只在裝運港的?？亢脱b運，不得無理由拒絕。5. Contracted Quantity:數(shù)量The total quantity of product delivered in this contract shall be determined by the certifications of weight issued by the inspection authority for each vessel loaded. Buyer shall be responsible for payment of the entire qua

20、ntity shipped and/or delivered.貨物數(shù)量以船只到港后檢驗機構出具的重量檢驗證書為準。買方應負責對全部裝運貨物付 款。6. Product Weight and Quality: 重量和質量The Seller guarantees that the product of yellow sulphur be inspected with an inspection certificate of weight and quality and such certificate shall be provided by Soci <G n <rale De S

21、urveillance (SGS) and/ or other inspection authority agreed to by the parties at Seller' s expense, anohahaT be Sdeemr ed to tshall instruct said authority to carry out the inspection in strict accordance with the International Chamber of Commerce (I.C.C.) rules.賣方應負責SGS或雙方同意的檢驗機構檢驗硫磺重量和質量并出具檢驗報

22、告，費用賣方負責并被 認定為最終結果。賣方應指示上述檢驗機構嚴格按照國際商會規(guī)定進行檢驗。7. Total Quantity:全部數(shù)量30,000 MT (TWENTY FIVE THOUSAND METRIC TONS) MT (+/- 5%) yellow sulfur.3萬噸(+/- 5%)的硫磺8. Product Packaging and Packing: 包裝The product will be delivered on bulk.貨物散裝運輸。9. Price Per Metric Ton: 單價Yellow Sulfur $_._ ( USD/MT) per metric

23、ton UmmQsaar Port, IraqINCOTERMS 2000.按照國際貿易術語2000通則，硫磺價格為-每噸。10. Total Contract Amount: 合同金額$USD ( UNITED STATES DOLLARS)(+/- 5%)11. Payment Terms and Financial Instrument: 付款方式和金融工具An Irrevocable Fully Funded, Revolving, Transferable Documentary Letter of Credit, payable 100% at sight port of load

24、ing and issued of confirmed by a top 25 ranked World Bank; The final letter of credit shall be in a form acceptable to Seller in its sole and absolute discretion.一份由世界排名前25位的銀行之一保兌的不可撤銷的，可循環(huán)可轉讓的全額付款即期跟單信用 證；最終的信用證格式必須經(jīng)賣方認可。If the terms of the financial instrument are not in accordancewith the terms

25、of the contract or are unacceptable to the Seller and/or theSeller bank, this contract shall be voidable at the sole discretion of the Seller if the Buyer fails to cure any and all defective terms and/or deficiencies contained in the financial instrument within 30 days from the original issued payme

26、nt instrument.如果信用證條款與合同不符，或賣方及賣方銀行不認可，而買方在信用證正本開出30天內沒有改正錯誤或缺陷條款，則本合同可以根據(jù)賣方意見撤銷該信用證。Buyer shall arrange for its bank to provide the Seller a copy of the financial instrument via swift and email or fax on the day on which it is issued.買方應令其銀行在賣方開證日電傳或郵件一份信用證草稿給賣方參考。In the event that the Buyer fails

27、to issue the financial instrument in compliance with this contract, then Buyer shall immediately pay upon Seller wstten demand, without protest an amount equal to two percent (2%) of the aggregate price for all shipments payable under this contract. The parties expressly acknowledge and agree that s

28、aid payment shall be liquidated damages,is considered to be fair and reasonable by all parties and is not a penalty.2%作為運費,一旦買方未能按合同要求開出信用證，則買方應立即按賣方的要求支付貨物總值的 買方不得有異議。雙方明確知道上述費用用來清償賣方損失，是公平合理的而不是懲罰12. Peformance Guarantee:專艮行保函Buyer hereby waives any right to a performance bond方在止匕放棄對賣方的 PB 要求。13.

29、Proof of Product:供貨證明Proof of Product shall be provided by Seller after execution of this contract. Proof of Product shall be in the form of full title showing Seller as the clear and unencumbered owner of 100% of the product.在合同開始執(zhí)行后賣方應提供供貨證明來證明其是全部貨物的所有者。14. Product Documentation:議付單據(jù)A full set of

30、 the following documents will be presented to the Buyer:賣方應提供的單據(jù)如下：A. Original signed commercial invoices;正簽發(fā)票B. Original certificate of quality, quantity and weight inspection issued by the inspection company only;檢驗機構出具的關于貨物質量，數(shù)量,重量的正本檢驗報告C. Original certificate of origin;正本原產(chǎn)地證書D. Original Packin

31、g List;正本裝箱單E. 3 originals and 3 copies of charter party bill of lading.租船協(xié)議和海運提單各 3 份 正本3份復印件。15. Product Insurance:保險The Buyer shall provide insurance for the Product at the Buyerexpense and sosiponsibility oncetitle has been transferred to the Buyer. If damage occurs to the product, product packa

32、ging or to any aspect thereof after Buyer has taken title to the product, the seller shall not be responsible in any matter for damage occurring to the product, product packaging or any other aspect thereof after buyer has received title to the product.買方負責辦理貨物的保險承擔保險費并承擔貨物所有權轉移給買方后的風險，如果貨物所有權轉 移給買方

33、后貨物發(fā)生損壞，則賣方不承擔任何責任。（貨物損壞包括貨物，包裝，外觀的損壞）16. Demurrage:滯期費Seller is responsible for any and all demurrage charges incurred at any time after the master or his agent present to Seller or his agent a duly notice of readiness at the loading port. A request of US$ 50,000.00 bank guarantee is required to pr

34、otect the buyer of demurrage as per the governing charter party.船主或貨運代理代表賣方或賣方代理在裝運港發(fā)出裝運準備就緒通知書后產(chǎn)生的滯期費由賣方負責。按照租船協(xié)議的管理辦法，要求賣方提供一份 5萬美金的銀行保函以保證產(chǎn)生滯期后買方的 利益。17. Import Facilities, Documents, Taxes and Fees: 進口能力， 文件， 稅費， 費用Buyer and Seller are responsible individually for their own taxes, levies, charge

35、s, tariffs, fees and costs of any nature imposed by any country having any effect on this contract. Buyer must have all permissions and permits required for the purchase, loading, transportation, unloading and selling of the product in the importing country. Buyer is solely responsible for securing

36、all permits, licenses and any and all other documents required by the government of the importing. Seller is not responsible to secure, nor provide any such documentation. Buyer is responsible for all costs associated with securing such documentation and all costs and penalties imposed by any countr

37、y' s and/or any countriesagencies if such documents are not provided.18. Force Majeure:不可抗力Neither party to this contract shall be held responsible for breach of contract caused by an act of god, insurrection, civil war, war, military operation or local emergency. The parties do hereby accept th

38、e international provision of “forcemajeure "as published by the International Chamber of Commerce, Geneva, Switzerland, and as defined by I.C.C. rules uniform customs and practice.19. Disputes and Arbitration:If a dispute arises relating to this contract in any way, the party making said disput

39、e shall forward written notice of the dispute to the other party via overnight courier with such notices to be sent to the other party ' s business address.The parties hereby agree to attempt to settle all disputes amicably and expeditiously. If settlement is not reached within ninety (90) days

40、of receipt of written notice of dispute, the dispute in question shall be submitted and settled by arbitration at the International Arbitration Association Chambers, in New York City, New York, U.S.A. by one or more arbitrators appointed in accordance with said rules.In the event of a dispute, each

41、party is responsible for payment of its own fees and costs including, but not limited to, attorneys ' fees. Neither party is responsible for the others party' sbut not limited to, atto rneys ' fees, regardless of the outcome to the dispute and without respect to the prevailing party.20.

42、AuthoHty to Execute This Contract:The parties to this contract declare that they have full authority to execute this document and agree to be fully bound by the terms and conditions set forth herein.21. Execution of This Contract:This contract may be executed simultaneously in two or more counterpar

43、ts via email or facsimile transmission, each of which shall be deemed as originals and legally binding.22. Governing law:This contract shall be governed, and interpreted in accordance with the United Nationthe Sale of Goods (UN Convention). In the event of inconsistency between this contract and the

44、 provisions of the UN Convention, this contract shall have priority for the purpose of Article 39 of the UN Convention. A reasonable period of time shall be deemed to be Fourteen (14) banking days.23. Language used:The English language shall be used for all communication.24. Assignment:This agreemen

45、t is assignable and transferable by either party, with prior written notice given to the other party at least Fourteen (14) days in advance of the assignment or transfer becoming effective.25. Non-Circumvention and Non-Disclosure:The parties accept and agree to the provisions of the International Ch

46、amber of Commerce, Geneva, Switzerland for non-circumvention and non-disclosure with regard to all and everyone of the parties involved in this transaction and contract, additions, renewals, and third party assignments, with full reciprocation for a period of (3) three years from the date of executi

47、on of this contract.Each item of confidential information disclosed by one party shall be held in confidence by the other party and used only for the purposes stated in this agreement during the term of this contract and for five (5) years after the termination or expiration of this contract ("

48、 confidentiality termthe right to disseminate and use any such information in the process of sale of the product to its Buyers.26. Contract TermTwelve (12) months and twenty (20) days including the first twenty to thirty (20-30) days when the product is being prepared.Buyer confirms that said funds

49、are good, clean, cleared, unencumbered, legitimately earned and of noncriminal origin.No modification of this agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by all parties to this agreement. Further, no evidence of any modif

50、ication shall be offered or received as evidence in any proceeding or litigation or arbitration between the parties arising out of or affecting this agreement or the rights or obligations of any party hereunder, unless such waiver or modification is in writing and duly executed by all parties.27. De

51、faultExcept as otherwise referenced herein including, without limitation, a force majeure event, should the either party fail to perform on time as stipulated in this contract, the Seller or Buyer shall be granted an opportunity to cure said default for a period of fourteen days (14) banking days (&

52、quot;ci28. Representations and Warranties.Buyer recognizes that Seller is a re-Seller of the product and as such is not the manufacturer of the product.29. Understanding of Agreement.The parties represent and warrant that (a) they have consulted with an attorney of their choosing concerning this agr

53、eement, (b) they have carefully read and fully understand all of the provisions of this agreement, (c) they are voluntarily entering into this agreement,and (d) they are not relying on any representations, warranties, statements, or agreements other than those that are contained in this agreement.30

54、. Counterparts.This agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Confirmation of execution by electronic transmission of a facsimile signature page shall be binding upon

55、 any party so confirming.31. Entire Agreement.This agreement represents the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes all other negotiations, understandings and representations (if any) made by and between such parties.32. Invali

56、d Provision(s).The invalidity or unenforceability of a particular provision or portion thereof in this agreement shall not affect the other provisions or portion hereof, and if any one of them is found to be unenforceable, the other provisions shall remain fully valid and enforceable as if such inva

57、lid or unenforceable provisions were omitted.33. Waiver of Rights.No failure of any party to exercise any rights given such party hereunder or to insist upon strict compliance by any party with their obligations hereunder, and no custom or practice of the parties in variance with the terms hereof shall constitute a waiver of the parties' right to demandwith the terms hereof.34. Modification of Agreement.No modification of this agreement or of any covenant, condition, or limitation herein contai