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contract
2007-11-23 11:49:33
1. SUBJECT OF THE CONTRACT
1.1 According to the present Contract the Seller undertakes to sell Goods defined in Purchase Orders to the Buyer, and the Buyer shall pay for the Goods under the terms and conditions set forth herein.
2. ASSORTMENT, PRICE AND QUANTITY OF GOODS
2.2 Assortment, price, quantity and specification of Goods as well as conditions of delivery will be established in every separate case by purchase orders (clause 3).
3. ORDER PROCEDURE
3.1 The Buyer shall by fax or e-mail submit a Preliminary Purchase Order to the Seller. Such a preliminary purchase order creates no legal effect neither for the Buyer nor for the Seller.
3.2 The Buyer shall by e-mail submit a Purchase Order (below in the text – “Order”). Only the following e-mail address can be used for sending Order to the Seller:*******Orders sent from different e-mail address are not valid. Only the Order corresponding to the requirements of this clause may create legal obligations to the Buyer.
3.3 The Seller confirms the Order and all trade conditions specified in the Order by signing it down and sending the signed copy of the Order by fax back to the Buyer.
3.4 The confirmation of the Order does not obligate the Buyer if it was done on different conditions or with exceptions (stipulations).
4. STANDARTS OF THE SUPPLY
4.1 Delivery terms according to INCOTERMS 2000: (FOB NINGBO). If the goods are supplied EXW Sellers warehouse, Seller will load the goods on to Buyers carrier free of charge and will pay for customs clearance in Sellers country.
4.2 Goods must meet quality standards of manufacturer and also conform to the samples approved by both parties. If they do not, the Seller pays all related damages to the Buyer.
4.3 Goods shall be provided with all required documents, which are listed in Order. If any of required documents are not provided, Seller compensates all related damages to the Buyer and provides missing documents as soon as possible.
4.4 Every batch of Goods shall be provided with an original Invoice. Invoice must state HS (TARIC) customs code for each item as requested in Purchase Order as well as Purchase Order Number. If the Invoice price of Goods is higher than one, that is agreed in approved Order, the Buyer pays only the price agreed.
4.5 Every batch of Goods shall be provided with original Packing Materials List. Packing Materials List must state descrīption and weight of each type of packaging materials used for each shipment.
4.6 Every batch of Goods shall be provided with GSP form A. Otherwise, the Seller must cover the difference between the value of import taxes paid by the Buyer and the value, which would have been paid by the Buyer if GSP form A had been provided.
4.7 Every batch of Goods shall be provided with Export Declaration copy (copy of the customs declaration which shows value of exported Goods, submitted to custom authorities by Seller) confirmed by customs authorities in Sellers country.
4.8 If the Seller delivers goods that by quantity, assortment or by other specification do not comply with the approved Order, the Seller pays all related damages to the Buyer and the Buyer shall pay only for the quantity that in fact provided.
4.9 The Goods shall be properly packed, marked and suitable for sale. If the packaging, marking of Goods or Goods themselves are damaged or there are other defects that do not allow to resell the Goods, the Seller pays all related damages to the Buyer.
4.10 The Goods shall be marked with barcodes. A salesperson must assure the numbering of units of the goods, as well as all packages of the goods, and bar-coding in accordance with the requirements of the EAN system of the International Good Numbering Association, and assure the quality and consistency of barcodes, and furthermore assure that barcodes of the goods and packages of the goods are in conformity with the requirements set forth by International Standard ISO/IEC 15420:2000. In the case, when barcodes are subject to the requirements of the International Standard ISO/IEC 15420:2000, the quality of barcodes of the goods and packages of the goods must comply with level A, B or C, provided that evaluation thereof is carried out following the methods set forth in the standard ISO/IEC 15416: 2000. When requested by a customer, a salesperson must provide the customer with a copy of Minutes of Inspection of barcodes of the goods and packages of the goods within 10 workdays. The Seller shall inform the Buyer on any change of EAN codes before the Goods have arrived to domicile of The Buyer. If the Seller does not inform the Buyer, also if the Goods are not marked with EAN codes or EAN codes are damaged the Seller pays all related damages to the Buyer.
4.11 --
4.12 The Buyer is authorized (but is not obligated) to examine the Goods before loading (before a carrier takes over the Goods) and may refuse to accept the Goods if they do not meet the requirements of the Contract or of the Order. In that case the Seller shall pay 300 USD penalty to the Buyer.
4.13 Immediately after the Goods are loaded, the Seller by courier mail shall send copies/originals of the shipment documents of the Goods (invoice, bill of lading , packing list, packing material list )to the Buyer.
4.14 Original Invoice, Packing Materials List, Bill of Lading, other original documents required in Order and Export Declaration copy must reach Buyer’s bank/Buyers Office within 15 days after BILL OF LADING issuing date. If the documents do not reach Buyer’s bank/Buyers Office within 15 days, SELLER has to cover all demurrage and idle transport costs and compensate losses.
4.15 In case of delayed delivery the Seller pays 300 USD per day penalty to the Buyer. In this case the Seller shall also cover idle time damages of carrier for every day of delay. If the Goods shall be transported by ship and the delay lasts for more than 14 days, the Buyer may, on his own choice, cancel the Order or demand from the Seller to deliver the Goods in reasonable term to the Buyer by aircraft on the expense of the Seller (DDU Vilnius, Lithuania, Incoterms 2000).
4.16 Seller can ship/transport the goods only with shipping / transport company appointed by the Buyer in the PURCHASE ORDER. If the goods are shipped/transported with other than appointed forwarder, Buyer have a right to refuse the goods and demand compensation for the losses occurred.
4.17 The Buyer shall examine the Goods upon their arrival to domicile of the Buyer and may in 14 days claim the incomplete delivery and visual defects. Hidden defects of the Goods may be claimed until the Goods are on sale in the shops of the Buyer.
4.18 The Seller hereby undertakes to compensate the related damages to the Buyer if he provided false, incorrect or distorted information on the delivered Goods.
4.19 If it is agreed in clause 5.1. of this Contract, that the Goods shall be passed on prepayment condition, the Seller shall load the Goods in three days since the money are received at the account of the Seller, unless other term is agreed when confirming the Order.
4.20 Wooden pallets or other wooden containers manufactured from thicker than 6 mm wood shall be marked according to the requirements of the International Standard of Fitosanitary Measures No. 15 (ISPM 15), otherwise the Supplier shall pay a fine of 2000 USD.
4.21 The Supplier shall guarantee that the assortment, quantity and weight of goods specified in the Goods supply documents matches the assortment, quantity and weight of the delivered goods. Otherwise the Supplier shall pay a fine of 2000 USD.
5. TERMS AND CONDITIONS OF PAYMENT
5.1 The payment condition is L/C at sight.
5.2. The Buyer may reduce the Contract price by the amounts of forfeit and damages payable by the Seller to the Buyer.
6. FORCE MAJEURE
6.1 If either party is affected by Force Majeure it shall promptly notify the other party of the nature and extent of the circumstances in question. Upon giving notice to the other party, a party affected by an event of Force Majeure shall be released without any liability on its part from the performance of its obligations under this Contract, but only to the extent and only for the period that its performance of such obligations is prevented by the event of Force Majeure.
6.2 The following events constitute conditions of Force Majeure: governmental or political action, riots, war, embargo, boycott, strikes, lockouts, acts of God, epidemics, fire, flood, hurricane, earthquake, lightning, and explosion, or other causes or circumstances beyond either party’s reasonable control affecting its plants or otherwise affecting transportation.
7. OTHER PROVISIONS
7.1 The Contract comes into effect upon signing and remains effective until 31st of December 2007.
7.2 Either party upon 30 days written notice may terminate the Contract at any time. The Contract may be terminated only after all mutual undertakings aroused until the moment of notifying are implemented.
7.3 Each of the party is entitled to the compensation for any damages stemming from the other party’s unfulfillment or improper fulfillment of the Contract, even if the validity term of the Contract is over.
7.4 This Contract is governed by UN convention on Contracts for the International Sale of Goods.
7.5 The Arbitration Institute of the Stockholm Chamber of Commerce shall settle any dispute, controversy or claim arising out of or relating to this contract.
The number of arbitrators shall be 3.
The place of arbitration shall be Stockholm, Sweden.
The language of arbitration shall be English.
7.6 The Contract is signed in 2 (two) original copies in English including Appendixes thereto, one copy thereof to each Party. -
集装箱的英文全称
2007-11-23 11:43:46
GP普通箱，OT开顶箱，TK油罐箱，HC高箱，RF冷藏箱，FR框架箱，PF平板箱，HT挂衣箱
GP---General Purpose
OT---Open Top
TK---Tank
HC---High Cube
RF---Refrigerated
FR---Frame
PF---Platform
HT---Hanger Tanker