出口合同英文版.doc
EXPORTSALES CONTRACTNo.：Date：Place：This contract is made and entered into by and between COFCO Co., Ltd. (hereinafter called the Seller or Sellers) and _ (hereinafter called the Buyer or Buyers), the Seller agrees to sell to the Buyer and the Buyer agrees to buy from the Seller the undermentioned goods subject to the terms and conditions stipulated below:1. Commodity2. Quantity3. Specification4. Unit Price and TermsThe terms FOB, CFR or CIF shall be subject to the International Rules for the Interpretation of Trade Terms (INCOTERMS 2000) provided by International Chamber of Commerce (ICC) unless otherwise stipulated herein5. Total Value6. Time of Shipment7. Loading Port and Destination:8. Marking:9. Packing10. Insurance (CIF)Insurance policy covering _ Risks for _% of invoice value shall be effected by the Seller with name of insurance company or other specifications such as 'an insurance company acceptable to the Buyer.'.Insurance11. Quality and weight Quality / Weight Certificate by the Entry-Exit Inspection and Quarantine of the P.R.C. (CIQ) at the port(s) of shipment as per their respective certificates to be taken as final but Buyers have the right to send their own representative to check the cargo at loading port(s) at the Buyers cost and risk.12. Payment (A or B)A. 100% payment in advance to be effected 10 days prior to the first day of the month of delivery. Payment shall be made to the following account: _. Any delay in receiving the said payment will entitle the Seller to cancel the contract or postpone the shipment by the same number of days that the payment has been delayed by giving written notice within reasonable time, which shall become effective upon dispatch, and the Buyer shall be responsible for all resulting costs and consequences.B. The Buyers shall establish through a bank acceptable to the Sellers an irrevocable, transferable Letter of Credit, which must reach Bank of _ (Address:_), head office latest 30 days on or before each shipment , for the total value of the goods in U.S. Dollars allowing 5% more or less both in amount and quantity in favor of the Sellers, payable/negotiable at sight against first presentation of the shipping documents as set out in Clause 16. The letter of credit is to remain valid in China until the 15th day after ending of time of shipment. Any delay in receiving the said L/C fully in order at counters of Sellers Bank will entitle the Seller to cancel the contract or postpone the shipment period by the same number of days that the L/C has been delayed and the validity period of the said L/C shall be extended by the Buyer's Bank accordingly, and the Buyer shall be responsible for all resulting costs and consequences. 13. Loading Terms (FOB)13.1 The carrying vessel(s) chartered by the Buyers must arrive at the loading port(s) not later than the last working day of the agreed shipment period.The cargo is to be loaded at an average rate of _ metric tons per WWD of 24 or consecutive hours, excluding Sundays and Holidays, even if used or: Sundays and Holidays not to count unless used. Time between 1800 hours on Saturdays or 1800 hours on the days preceding any holidays and 0800 hours on the next working day is not to be count as laytime, even if used or: unless used.Laytime to commence 24 hours after the masters notice of readiness to load being tendered and accepted within ordinary business hours, Saturdays, Sundays & Holidays excluded. namely 0800 hours to 1200 hours and 1300 hours to 1700 hours by the Sellers or their agents on the condition that cargo holds have been inspected and passed by CIQ before loading.Any time lost by reason of breakdown of winches and/or derricks of vessel(s) nominated by Buyers not to be counted as laytime.13.2 The Buyers shall give the Sellers 15 days notice of vessels name, flag, nationality of captain, and expected time of arrival at the port of loading, subject to the Sellers acceptance of the particulars of the vessel (Draft, LOA, Bale capacity etc). In case of non-acceptance by the Seller of the vessel nominated by the Buyer, the latter shall promptly submit another notice/nomination of one or many vessels for the Seller to confirm. However, if the vessel(s) nominated by the Buyer still cannot be reasonably accepted by the Seller, the Seller shall be entitled to cancel the Contract or postpone the time of shipment until a vessel/vessels are accepted by the Seller.13.3 Demurrage at the rate of U.S. Dollars _ per day or pro-rata for any part of a day; demurrage runs continuously. Despatch at the rate of U.S. Dollars _ per day or pro-rata for any part of a day; Despatch money is payable for all time saved. Demmurage/Despatch money shall be settled between the Sellers and the Buyers as per China Ocean Shipping Agency statement as soon as submitted by registered mail or equivalent to Buyers. Penavico handling fee to be paid by the recipient. 13.4 Ventilator, dunnage and mats are all for the Buyers account.13.5 Fumigation to be effected on the vessel by the Sellers after completion of loading and at Sellers expenses. The time required for fumigation shall not be counted as laytime. Vessel to sail within 24 hours once fumigation is placed on board and hatches are closed against a letter issued by the master of the carrying vessel(s) confirming that hatches will be kept closed for minimum 72 hours at sea at their own risks. Fumigants/chemicals to be in Sellers option. The bonus to the crew for the ventilation labor when fumigation completed, if any, to be for Buyers account, and to be paid directly to owners.13.6 The carrying vessel(s) chartered by the Buyers must arrive at loading port(s) according to the time of delivery as stipulated in this contract. If the Buyers are unable to present vessel(s) within the specified shipment period, when so desired by Buyers, a maximum four weeks extension shall be granted, provided that Buyers give notice in accordance with the Notice Clause not later than the next business day following the last day of the delivery period. It is understood that a shipment extension compensation of U.S. Dollar _ per metric ton per week or part thereof will be paid by the Buyers. If the Buyers are still unable to present vessel(s) during the extension time, the Seller are entitled to cancel the contract by giving written notice effective upon dispatch, and the Buyer shall be responsible for all resulting costs and consequences.13.7 On-board tally expenses are as per custom of the load port.14. Extension of Delivery (CIF & CFR)The Contract period for shipment shall, if desired by the Shipper, be extended by an additional period of not more than _ days, provided that the Shipper gives notice claiming extension by writing not later than the next business day following the last day of the originally stipulated period. The notice need not state the number of additional days claimed, and such notice shall be passed on by Sellers to their Buyers respectively in due course after receipt. Sellers shall make an allowance to Buyers, to be deducted in the invoice from the contract price, based on the number of days by which the originally stipulated period is exceeded, as follows: .15. Discharge Terms (CIF & CFR)Discharge terms as per Charter-party.16. Documents for Negotiation16.1 Document required for Negotiation:(a) Full set of clean on board Bill of Lading. Charter Party Bill of Lading acceptable.(b) Commercial Invoice.(c) Inspection Certificate on Quality issued by CIQ.(d) Inspection Certificate on Weight issued by CIQ.(e) Phytosanitary certificate issued by CIQ.(f) Fumigation Certificate issued by CIQ.(g) Certificate of Packing issued by CIQ.(h) Certificate of Origin issued by the China Council for the Promotion of International Trade.(i) Insurance policy issued by (CIF).16.2 No clerical error in the documents shall entitle Buyers to rejection or to delay payment provided that Sellers furnish at the request of Buyers a guarantee, to be countersigned by a recognized bank, if required by Buyers.17. ProhibitionIn case of prohibition of export, blockade or hostilities or in case of any executive or legislative act done by or on behalf of the government of the country of origin or of the territory where the port or ports of shipment named herein is/are situate, restricting export, whether partially or otherwise, any such restriction shall be deemed by both parties to apply to this Contract and to the extent of such total or partial restriction to prevent fulfillment whether by shipment or by any other means whatsoever and to that extent this Contract or any unfulfilled portion thereof shall be cancelled. Sellers shall advise Buyers without delay with the reasons therefor and, if required, Sellers shall produce proof to justify the cancellation.18. ArbitrationAny dispute arising from or in connection with this Contract shall be submitted to China International Economic and Trade Arbitration Commission for arbitration in Beijing which shall be conducted in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.19. Amendments of Letter of CreditThe Buyers shall open the Letter of Credit in accordance with the terms of this contract, if any discrepancy is found, amendments of Letter of Credit should be made immediately by the Buyers upon receipt of the Sellers advice, failing which the Seller shall be entitled to cancel the contract while the Buyers shall be held responsible for any losses thus incurred as well as for the late shipment thus caused.20. Force MajeureShould the Sellers fail to deliver the contracted goods or effect the shipment in time by reason of Act of God, war, fire, storm, heavy snow, any other causes beyond their control, the time of shipment might be duly extended, or alternatively a part or whole of the contract might be cancelled but the Sellers have to furnish the Buyers with a certificate attesting such an event or events.21. NoticeExcept as otherwise provided in this Contract, all notices and communications under this Contract shall be in writing and shall be deemed to have been given when received and shall be given to the following addresses: To the Seller: Insert Sellers contact informationTo Buyer: Insert Buyer's contact information22. This contract is made in two originals in Chinese and English of equal effect, each party keeps one original.23. Governing LawChinese Law24. Additional Termsa). Transhipment not allowed.b). Combined cargo not allowed.c) Partial shipment allowed.The SellersThe BuyersSigned bySigned by_For and on behalf ofFor and on behalf of COFCO Co., Ltd Title:Title:Date:Date:
