国际商务合同的结构(6页).doc

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1、-国际商务合同的结构-第 6 页商务合同的基本结构一、 合同的前言，称为“合同的效力条款”AAA agrees to dismiss without prejudice the lawsuit referred to in the preamble to this Agreement.1) 合同的名称。2) 合同各方名称，地址。3) 订约日期及地点4) 合同各方法律关系：买方，卖方；出让方，受让方；贷款人，借款人。5）合同订立语句。Both parties agree to buy and sell the following commodities according to the term

2、s and conditions stipulated below.This Agreement is made and concluded in duplicate in Beijing, China by and between XYX Company, a Corporation incorporated under the law of USA having its Head Office and a place of business in the city of New York, USA, (hereinafter called XYZ) as the First Party a

3、nd China Dalian Corporation (hereinafter called Party B) as the Second Party.In consideration of the mutual convents and agreements hereinafter contained, the ABC and the Purchaser agree on the following terms, conditions and provisions hereof:This agreement was made this 12th date of October 2006 i

4、n Beijing China by and between ABC Company, a company (hereinafter referred to as the Company) and the Seiji Bank Ltd. Hong Kong Branch, a bank incorporated in Japan but registered in Hong Kong (hereinafter referred to as the Bank). Whereas the Bank has agreed to extend a Short-term Credit Facility

5、for the purpose of providing general working capital to the Company, it was hereby mutually agreed as follows:二、合同的正文1. 合同种类和范围1）合同价格，支付金额，支付方式和附带费用Contract Price, Amount, Method of Payment, Incidental ChargesThe registered capital of the Joint Venture Company shall be the same as the total amount o

6、f the investment, i.e. 4.5 million U.S. dollars (four million and five hundred thousand U.S. Dollars).Party A shall, in accordance with the provisions of this Contract, pay to Party B the Technical Documentation Fee of USD 2, 400,000 (two million and four hundred thousand U.S. Dollars only). The abo

7、ve price shall be firm including all expenses for sending the technical Documentation CIF Beijing Airport, Party Bs technical personnel and training of Party As personnel (excluding Sub-clause 4.8 of Annex 3 and Sub-clause 5.3 of Annex 4).Price of the ContractPrice of the contract shall be calculate

8、d on Royalty in accordance with the content and scope stipulated in Section 2 to the contract and the currency shall be in US Dollars.Royalty under the contract shall be paid from the month after the date of coming into force of the Contract in terms of Calendar Year. The date of settling accounts s

9、hall be December 31 of each year.Royalty at the rate of % (say percent) shall be calculated in terms of net selling price after the Contract Products are sold in the year, the Contract products which have not been sold shall not count.The report of the selling quantity, net selling amount of the Con

10、tract Products and Royalty which should be paid for the past year shall be submitted to Licensor in written form by Licensee within 10 (ten) days after the date of settling accounts to Royalty. The specific methods for calculating net selling amount and Royalty are detailed in Appendix 3 to the Cont

11、ract.If Licensor demands to audit the accounts of Licensee, he should notice Licensee within 10 (ten) days after receiving the written notice from Licensee in accordance with Section 3.4 of the Contract.The specific content and procedure of auditing accounts are detailed in Appendix 4 to the Contrac

12、t.2.合同的转让条件 conditions for the assignment of ContractIf one party to the Joint Venture intends to assign all or part of its investment subscribed to a third party, consent shall be obtained from the other party to the Joint Venture and approval from the examining and approving authorities is require

13、d. When one party assigns all or part of its investment subscribed to a third party, the other party has pre-emptive right. When one party assigns its investment subscribed to a third party, the terms of assignment shall not be more favorable than those to the other party to the Joint Venture. No as

14、signment shall be effective should there be any violation of the above stipulations.Party B shall, in accordance with the provisions of the Contract, guarantee that he is the legitimate owner of such Know-how and such Technical Documentation as are supplied to Party A and that he is lawfully in a po

15、sition to transfer the Know-how to Party A. （国际专有技术转让合同）3. 违反合同的赔偿及责任 Liability to Pay Compensation and other Liabilities for Breach of ContractThe purchaser agrees to pay Corporation the Total Purchase Price, as follow:The Purchaser shall, upon receipt of Corporations respective invoices therefore,

16、 pay to Corporation all amounts which become due by the Purchaser to Corporation hereunder, including without limitation an amount equal to taxes and duties.If by reasons of delay on the part of the Purchaser or Purchasers agent or representative, any payments due to Corporation are not made in acco

17、rdance with the agreed payment schedule, Corporation reserves the right to apply a late payment charge of one and one-half (1.5%) percent per month (19.56% per annum) on all overdue amounts and Purchaser agrees to promptly pay any such late payment charges which are properly due hereunder. In the ev

18、ent that one or more payments are delayed for sixty (60) days or more, Corporation shall have the right to stop all work under this Agreement and shall also have the right to claim such period of work stoppage and the effects thereof as excusable delay pursuant to Article 7 hereof (Excusable Delay).

19、 Purchaser agrees to reimburse Corporation for those additional reasonable costs incurred by Corporation resulting from such work stoppage(s) and restart(s). should one or more payments be delayed for one hundred and twenty (120) days or more, this Agreement may, at Corporations option, be deemed to

20、 be cancelled under the provisions of paragraphs (b) through (e) of Article 23 hereof (termination for Insolvency & Cancellation).If by reasons of delay on the part of the Purchaser or Purchasers agent or representative, any payments due to Corporation are not made in accordance with the agreed paym

21、ent schedule, Corporation reserves the right to apply a late payment charge of one and one-half (1.5%) percent per month (19.56% per annum) on all overdue amounts and Purchaser agrees to promptly pay any such late payment charges which are properly due hereunder.Purchaser agrees to reimburse Corpora

22、tion for those additional reasonable costs incurred by Corporation resulting from such work stoppage(s) and restart(s). should one or more payments be delayed for one hundred and twenty (120) days or more, this Agreement may, at Corporations option, be deemed to be cancelled under the provisions of

23、paragraphs (b) through (e) of Article 23 hereof (termination for Insolvency & Cancellation).Liabilities for Breach of Contract:Should either Party A or Party B fails to pay on schedule the contributions in accordance with Clause 5 of this Contract, the breaching Party shall pay the other Party 10% o

24、f interest of the contribution from the month after exceeding the time limit. Should breaching Party fail to pay the contributions after 3 months exceeding the time limit, the other Party shall, in accordance with the Clause 53 thereof, have the right to terminate the Contract and to claim damages t

25、o the breaching Party.In the event that Party B fails to complete the Works in time owning to such reasons as Party B shall be liable for, Party B shall pay a penalty for the default based on 0.1% of the total price for work per day, i.e., Party B shall pay one thousand two hundred and sixty (1 260)

26、 U.S. Dollars only for day of such default.If, under the contract, the Purchaser requests to cancel the Contract, ABC Company shall, upon written request by the Purchaser, advise Purchaser of the estimated cancellation costs for which Purchaser would be liable.4. 合同争议解决方法Any disputes arising from th

27、e execution of or in connection with the Contract shall be settled through mutual consultations between the Parties thereto. In case no settlement can be reached through consultations, the disputes shall be submitted for arbitration. The arbitration shall take place in Beijing, China, and shall, in

28、accordance with its rules of procedures, be conducted by the Foreign Economic and Trade Arbitration Commission of the China Council for the Promotion of International Trade. The arbitration award shall be final and binding on the parties thereto.Any disputes arising out of this Contract shall first

29、be settled by the Parties hereto through consultation with their higher authorities in accordance with the spirit of mutual trust. Should such consultation fail to settle the dispute within thirty (30) days of notification to such higher authorities, mediation may be conducted by a third party selec

30、ted by the Parties hereto.The arbitration shall take place in Stockholm, Sweden, and shall be conducted by the Arbitration Institute of Stockholm Chamber of Commerce in accordance with the statues of the institute in question.Arbitration: All disputes in connection with this Contract or the executio

31、n thereof shall be settled by negotiation between two parties. If no settlement can be reached, the case in dispute shall then be submitted for arbitration in the country of defendant in accordance with the arbitration regulations of the arbitration organization of the defendant country. The decisio

32、n made by the arbitration organization shall be taken as final and binding upon both parties. The arbitration expenses shall be borne by the losing party unless otherwise awarded by the arbitration organization.The arbitration tribunal shall consists of three arbitrators, one appointed by each Party

33、 and, if either of the Parties fails to appoint an arbitrator within the time specified in the Arbitration Rules, the Chairman of CCPIT shall make such appointment, taking into consideration the criteria set out in this Article 18.25. 保险条款Insurance ClauseMarine insurance policies or certificates in

34、negotiable form, for 110% full CIF invoice value covering the risks of War & W. A. as per the Peoples Insurance Co. of China dated 1/1/1976. with extended cover up to Kuala Lumpur with claims payable in (at) Kuala Lumpur in the currency of draft (irrespective of percentage).Insurance policy or certi

35、ficate settling agents name is to be indicated, any additional premium to cover uplift between 10% and 17% may be drawn in excess of the credit value.This insurance must be valid for a period of 60 days after arrival of merchandise as inland destination.Insurance to be covered against all risks incl

36、uding war risks as per ocean marine cargo clauses and air transportation cargo insurance clauses and ocean marine cargo war risk clauses and air transportation war risk clauses of the Peoples Insurance Company of China dated6. 不可抗力条款 Force MajeureThe Sellers shall not be held liable for failure or d

37、elay in delivery of the entire lot or portion of the goods under this Sales Confirmation on consequence of any Force Majeure incidents.Force Majeure: The sellers shall not be held responsible for the delay in shipment or non-delievery of the goods due to Force Majeure, which occur during the process

38、 of manufacturing or in the course of loading or transit. The sellers shall advise the Buyers immediately of the occurrence mentioned above the within fourteen days thereafter. The Sellers shall send by airmail to the Buyers for their acceptance a certificate of the accident. Under such circumstance

39、s the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods.Should either of the Parties to the Contract be prevented from executing the Contract by force majeure, such as earthquake, typhoon, flood, fire and war and other unforeseen even

40、ts, and their happening and consequences are unpreventable and unavoidable, the prevented Party shall, by fax, notify the other Party without any delay, and shall, within 15 days thereafter, provide the detailed information of the events and a valid document for evidence issued by the relevant publi

41、c notary organization for explaining the reason of its inability to execute or delay the execution of all or part of the Contract. The Parties to the Contract shall, through consultations, decide whether to terminate the Contract or to exempt the part of obligations for implementation of the Contrac

42、t or whether to delay the execution of the Contract in accordance with the effects of the events on the performance of the Contract.7. 合同的有效期 Period of Validity for the ContractThis Contract shall come into force after it has been approved by the examination and approval authority of China.This Cont

43、ract shall be valid for two years after its effective date, and shall be renewable for two years thereafter.This Contract comes into effect on the first day of the engaged partys arrival at the AA University and ceases to be effective at its expiration. If either party wishes to renew the Contract,

44、the other Party shall be notified in writing one month before it expires. Upon agreement by both parties through consultation, a new contract may be signed between two parties.三、合同的结尾 Final Clauses1. 合同使用文字及效力This Contract is made out in two originals, each copy written in Chinese and English langua

45、ges, both texts being equally valid. In case of any divergence of interpretation, the Chinese text shall prevail.Any amendment and/or supplement to this Contract shall be valid only after the authorized representatives of both parties have signed written document(s), forming integral part(s) of this

46、 Contract.This contract shall come into force after the signature by the authorized representatives of both parties.This agreement is written in Chinese and English languages and is signed in triplicate by Party A and Party B as follows: In case of difference of interpretation, the English version s

47、hall be valid for the Parties hereto.2. 附件 AppendicesActual names and specifications of Products are shown in Appendix 1.Details of the information offered by Party B to Party A are shown in Appendix 2.The appendices attached hereto are made an integral part of this Contract and are equally binding on both parties.The annexes as listed in Articles 19 this Contract shall form an integral part of this Contract.得险别。