货物销售合同SALEOFGOODSCONTRACT英文

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1、Docume nt In formati onDocument NameSale of Goods Agreeme ntChapterSale of GoodsChapter EditorStephe nson Harwood & Lo Jeremy Sargent email: jeremy.hk , Tel: +86 20 8387 8965Document DescriptionThis is a gen eral sale of goods con tract no rmally used where a deal is in itiated by the seller. The sa

2、les con tract sets out the gen eral terms of the con tract and forms a complete deal together with each specific order issued by the buyer. The con tract favours the seller.Language and TranslationThis docume nt was orig in ally drafted in Chin ese. Tran slati on to En glish by Pacific Legal Tran sl

3、ati ons Ltd.Update NotesPlease consult the update notes and commentary at . You will need your user name and password to access the no tes. Please check to en sure that you are using the most up-to-date vers ion of this docume nt.DisclaimerWhile reas on able care is take n to en sure the accuracy an

4、d complete ness of the publicati on, neither LegalS Ltd. nor the Chapter Editor makes any representations or warranties, express or implied, that the publication is free from errors or omissions. This document is based upon the Editor esperience only, and shoul d be used for general refere nce purpo

5、ses only and in conjun cti on with the other releva nt docume nts in the Chi na Commercial Con tracts publicati on. Specific and detailed professi onal advice should always be obta ined in relati on to any proposed legal agreeme nt. This docume nt should not be relied upon as a substitute for legal

6、or other professi onal advice.Document NumberCS02Release Number and DateRelease 1; 30 September 2002Copyright丄 LegalS Ltd. and the above Chapter Editor, 2004. Please consult your product lice nce agreeme nt.TABLE OF CONTENTS1. SALE AND PURCHASE 12. PRICE 13. PURCHASE PROCESS 24. PAYMENT 35. DELIVERY

7、 36. ALLOCATION OF DAMAGE RISK AND TITLE 47. GUARANTEE AND LIABILITY 58. COMPENSATION 69. TERM OF THE CONTRACT AND TERMINATION 710. ENTIRETY 811. FORCE MAJEURE 812. MISCELLANEOUS 913. GOVERNING LAW 9APPENDIX 1 10SALE OF GOODS CONTRACTTHE BUYERBuyer s company name and address (hereinafter referred to

8、 as the“ Buyer ”);AndTHE SELLERSeller s company name and address hereinafter referred to as the“ Seller ” ).have entered into this Contract on (dd/mm/yy).THIS CONTRACT PROVIDES THE FOLLOWING:Note: This Contract shall be employed for foreign trade matters; therefore, the Chinese company that is party

9、 to this Contract must possess commodity importe-xport rights as prescribed in theTr“adFeoLreaiwgnof the People s Republic of China ” , effective 1 July 1994.1. SALE AND PURCHASE1.1 On the basis of this Contract, the Seller agrees to sell, and the Buyer agrees to buy, the goodsset forth in Appendix

10、1 (the“ Goods ” ).1.2 The terms and conditions of this Contract shall supersede all other terms and conditions, including but not limited to terms and conditions included in or alluded to in any quotation or order form issued by the Buyer or the Seller. The Buyer further represents to the Seller and

11、 confirms that it is not signing this Contract in reliance upon any representation of the Seller or the Seller s representative.2. PRICE2.1 The prices of the Goods are set forth in Appendix 1 of this Contract.2.2 The price shall not include value-added tax or sales tax (if applicable) on the Goods,

12、nor doesit include shipping costs and insurance premiums. The Buyer hereby affirms that it shall bear the aforementioned costs.2.3Unless explicitly stipulated otherwise, the price of the Goods shall be calculated in Hong Kong Dollars.3.PURCHASE PROCESS3.1When the Buyer purchases any item(s), it must

13、 first submit a written order (referred to below as “ the Purchase Order” ). The Purchase Order may be delivered to the Seller in person; or itmay be delivered by prepaid post to the Selle r s addresss set forth above or to any other address stipulated by the Seller; or it may be sent by fax to a nu

14、mber stipulated by the Seller;or it may be delivered by any other means that the Parties may agree to from time to time. Un less and un til the Seller receives a complete and clear Purchase Order, the Seller shall be un der no obligati on to take any particular action. The Purchase Order shall clear

15、ly list the name and quantity of Goods, as well as any related technical specifications.3.2The Seller may, at the Buyer s request, also issue a price quotation (referred to below as the“ SellerQuotation fc)r any Good, and the Buyer may place an order by accepting the quotation. To accept a quotation

16、, the Buyer shall sign the Seller Quotation and then submit it to the Seller in accorda nce with the methods set forth in Clause 3.1 of this Con tract. For the purposes of this Con tract, any Seller Quotati on sig ned by the Buyer shall be con sidered a Purchase Order.3.3The Seller shall be bound by

17、 the Purchase Order only after it has accepted the Purchase Order in writi ng.3.4The Seller has the right to modify the specifications of Goods at any time in order to comply with laws or requirements in effect in Hong Kong or other jurisdiction; provided, however, that the alterati on shall not sub

18、sta ntially in flue nce the quality or n ature of the Goods. In the eve nt that such an alterati on becomes n ecessary, the Seller shall no tify the Buyer simultaneously with the confirmation of the respective Purchase Order.3.5In the eve nt that the Buyer wishes to cancel a Purchase Order, it may n

19、o tify the Seller in writ ing no later tha ndays after the Purchase Order was issued. Can cellati on laterthan the aforementioned period shall require written approval by Seller. If the Seller so approves, the Buyer may cancel the Purchase Order on the condition that it bear responsibility for all c

20、osts, expe nses and other losses in curred by the Seller due to the can cellati on of the1Purchase Order.1Note:For the purposes of this Con tract, each Purchase Order issued by the Buyer con stitutes an offer asstipulated by the law on con tracts. Accord ing to the“ Con tract Law ” , an offer takes

21、effect once it reaches thofferee. Consequently, the Purchase Order may be withdrawn before it has taken effect, provided that the Notification of Cancellation reaches the Seller before or at the same time the Purchase Order reaches the Seller.4. PAYMENT4.1 Where goods are delivered by the Seller, th

22、e Seller shall issue to the Buyer an in voice withinnumber days of delivering the Goods; where the Goods are collected by the Buyer, the Seller shall issue to the Buyer an in voice withi n nu mber days of no tify ing the Buyer that it may collect the Goods.4.2 The Buyer shall pay the full price of t

23、he Goods withi nnu mber days of the issue of thein voice by the Seller. This time limit is of utmost importa nee.4.3 If the Buyer fails to make payment within the time period prescribed in Article 4.2, the Seller shall have the right to take the measures set forth below, and such action shall not in

24、 flue nee the exercise or use by the Seller of any other rights or remedial measures:(a) Term in ati on of this Con tract;(b) Suspe nd any further delivery of Goods to the Buyer; or(c) Based on an annual interest rate of number percent, claim from the Buyer an interest charge which shall be calculat

25、ed daily on the unpaid amount during the period betwee n the payme nt due date and the date payme nt is actually made.5. DELIVERY5.1 The Buyer shall collect the Goods immediately upon receipt of the Cargo Delivery Notice issued by the Seller. Alter natively, the Parties may agree that the Seller may

26、 complete delivery by transporting the Goods to a location designated by the Buyer.5.2 In the eve nt that the Buyer fails to collect the Goods or fails to provide the Seller reas on able in struct ions for the delivery of the Goods, the Buyer shall have the right to take the measures set forth below

27、, and such action shall not in flue nee the exercise or use by the Seller of any other rights or remedial measures:A Purchase Order may be can celled prior to the issua nee by the Seller of a Notificati onof Accepta nee, unl essone of the followi ng circumsta nces stipulated by Article 19 of the“ Co

28、n tract Law ” occurs:1. The offeror defi nes a deadli ne for accepta nee or in dicates by any other means that the offer may not be can celled;2. The offeree has reas on to believe that the offer may not be can celled, and has already take n steps to impleme nt the con tract.This provision constitut

29、es a stipulation made by the Parties regarding the no-eancellation principle of the Purchase Orders, yet permits an exception when the Buyer issues a Notification of Cancellation within a stipulated n umber of days after the issua nee of the Purchase Order.(a) Store the Goods until they are delivere

30、d or collected and, prior to delivery or collect ion, claim from the Buyer all expe nses stem ming from the storage and in sura nee of the Goods; or(b) Sell the Goods at the curre nt best price; and use the proceeds to reimburse the amount the Buyer should have paid for the Goods, as well as storage

31、 charges, in sura nee premiums and any other costs of sale; while, at the same time, complying with the provisi ons set forth below:(i) If the resale proceeds are insufficient to pay the aforementioned items, the Buyer shall pay the differe nee to the Seller; or(ii) If the resale proceeds are more t

32、han sufficient to pay the aforementioned amoun ts, the Seller may allocate the excess funds to the Buyer.5.3 The Buyer shall pay the Seller all tra nsport costs and in sura nee premiums in curred in deliveri ng the Goods.6. ALLOCATION OF DAMAGE/ RISK AND TITLE6.1 Under the following circumstances, t

33、he risk of damage to or loss of the Goods shall be tra nsferred to the Buyer:(a) Where the Goods are collected by the Buyer, the risk shall be transferred to the Buyer when the Seller notifies the Buyer that the Goods may be collected; or(b) Where the Goods are delivered by the Seller, then the risk

34、 is transferred from the Seller to the Buyer whe n the Goods have bee n tran sported to the locati on desig nated by the Buyer, regardless of whether the Buyer actually takes delivery of the Goods.6.2 Title to the Goods shall be transferred to the Buyer only after the Seller has received full2payme

35、nt for the Goods.Note: The two articles above prescribe when the risk and title, respectively, are transferred from the Seller of the Goods to the Buyer. Parties to sales agreements may freely stipulate the timing of the transfer of risk and title of the subject goods. If the parties have not stipul

36、ated a time of transfer, then:1. The proprietorship of the subject goods shall be tran sferred whe n the subject goods are delivered. The law, however, provides excepti ons. For example, the tran sfer of title to fixed assets requires prior performs nee of certai n registratio n procedures related t

37、o tra nsfer of own ership.106.3 The Buyer may not, by any means, mortgage those Goods over which the Seller still holds title. In the eve nt that the Buyer breaches this provisi on, the Buyer shall immediately pay all amounts that it owes the Seller, regardless of whether a corresp onding in voice h

38、as bee n issued or the time period prescribed un der Article 4.2 has passed, and such action shall not in flue nee the Seller s right to take other remedial measures.7. GUARANTEE AND LIABILITY7.1 The Seller guara ntees that the Goods shall conform to specificati ons upon delivery, and thatno materia

39、l or tech ni cal defects shall appear in the Goods for a period of mon thsafter comme nceme nt of use, or for a period of mon ths after the earlier of collecti onor delivery of the Goods.7.2 The guara ntee provided in Paragraph 7.1 shall be con ti ngent upon the terms and con diti ons set forth belo

40、w:(a) The Seller shall not be liable for defects in the Goods resulting from modifications or changes in specifications if the aforementioned modifications or changes were requested by the Buyer;2. The risk of damage to or loss of the subject goods is borne by the seller before the subject goods are

41、 delivered, and by the buyer after the subject goods are delivered. The law, however, provides exceptions. These excepti ons main ly refer to five kinds of circumsta nces as set forth below:Article 143: When causes attributable to the buyer render delivery of the subject goods by the prescribed time

42、 impossible, the buyer shall bear the risk of damage to or loss of the subject goods comme ncing from the date of breach.Article 144: When the seller sells a subject good that has been delivered to a carrier and is in transit, unless the parties have agreed otherwise, the risk of damage to and loss

43、shall be borne by the buyer commencing from the time of establishme nt of a con tract.Article 145: When the parties have not desig nated or clearly desig nated a place of delivery, if the subject goods require tra nsport as provided by Item (i) of Paragraph 2 of Article 141 of this Law, the buyer sh

44、all bear the risk of damage to or loss of the subject goods comme ncing from the time the seller delivers the subject goods to the first carrier.Article 146: When the seller places the subject goods at the place of delivery in accorda nce with the Con tract or in accorda nce with Item (ii) of Paragr

45、aph 2 of Article 141, and the buyer fails to take delivery of the goods accord ing to the provisi ons of the con tract, the risk of damage to or loss of the subject matter shall be borne by the buyer comme ncing from the date of breach.Article 148: Where the purpose of the con tract is frustrated du

46、e to failure of the subject goods to meet the quality requireme nts, the buyer may reject the subject goods or term in ate the con tract. When the buyer rejects the subject matter or term in ates the con tract, the risk of damage to or loss of the subject goods shall be bor ne by the seller.(b) The

47、Seller shall not be liable for defects caused by normal wear and tear, wilful damage, negligence, improper usage, failure to follow the Seller instructions, incorrect usage without the Seller s approval, modification or repair;(c) The guarantee does not extend to parts, accessories, materials or equ

48、ipment that wasnot manufactured by the Seller. With regard to any one part, accessory, material or piece of equipment, the Buyer shall only have the right of benefit with respect to the corresponding guarantee provided by the manufacturer to the Seller.(d) The guarantee excludes, to the maximum limi

49、t permissible by law, all implicit guarantees, conditions or other terms as provided by statutory law or common law, regarding the Goods and their fitness for use, merchantability or other characteristics.7.3 If the Buyer wishes to demand compensation for any Goods that it claims are defective, theB

50、uyer shall notify the Seller in writing of the demand for compensation within daysof collection or delivery.7.4 In the event that the Buyer issues a valid claim for compensation based on Article 7, the Seller may choose to exchange the Good(s) free of charge, or may elect to refund all or a portion

51、of the payment price of the Good(s) to the Buyer. Once this is done, the Seller shall not have any further liability to the Buyer.7.5 The Seller shall not be liable to the Buyer under the following circumstances: any indirect,exceptional or consequential loss, expense or compensation for indemnity a

52、rising from or by or related to the sale of the Goods or the Buyers use or resale of the Goods as a result ofstatement, implicit guarantee, condition or any other provision; as a result of the assignment of liability under common law; or as a result of the provisions of this Contract (regardless of

53、whether the loss arises from negligence on the part of the Seller, its employees, its agent or other persons);. Furthermore, with the exception of death or personal injury resulting from negligence or intentional misrepresentation on the part of the Seller, the obligation of the Seller shall not ext

54、end beyond the price of the Goods.8. COMPENSATION8.1 Where Goods are manufactured according to the Buyer sspecifications, and these manufacturing specifications result in a claim by a third-party for damages due to infringement of intellectual property rights (including, but not limited to, any pate

55、nt, copyright, design or trademark), then the Buyer shall compensate the Seller for any costs, expenses or other losses resulting from the claim.8.2 When a Good is manufactured according to the Seller sspecifications, and these manufacturing specifications result in a claim by a third party for dama

56、ges due to infringement of intellectual property rights (including but not limited to any patent, copyright, design or trademark), then the Seller shall compensate the Buyer for any costs, expenses or other losses resulting from the claim; provided that:(a)the Seller shall possess full right of cont

57、rol over the legal proceedings or negotiationin any indemnity claim against the Buyer;(b)the Buyer shall provide the Seller all reasonable assistance with regards to any legalproceedings or negotiation of this type;(c) except in the case of a final judgment, the Buyer shall not pay or agree to pay a

58、ny ofthe claimed damages or agree to a settlement during any legal proceeding without prior approval by the Seller (which the Seller shall not unreasonably refuse); and(d) The Buyer may not perform any action that breaches an insurance policy which provides insurance against this kind of infringemen

59、t of rights, and the amount of compensation provided by the Seller shall not include any compensation proceeds the Buyer may have obtained from such insurance policies (the Buyer shall use its best efforts to obtain such insurance compensation).9. TERM OF THE CONTRACT AND TERMINATION9.1 This Contrac

60、t shall take effect on the date it is signed, and shall remain in effect until terminated by either Party in accordance with the provisions of this Contract.9.2 Either Party may terminate this Contract without cause by informing the other Party in writing days prior to the date of termination. In th

61、e event that either Party issues sucha notification, the Seller shall continue to process Purchase Orders of the Buyer that the Seller has received and accepted until the term of the Contract, as stipulated in the notification, has expired; the obligation of the Buyer to perform payment, collect or

62、accept delivery of the Goods included in these Purchase Orders shall continue until the Contract has terminated, and the Buyer shall continue to be bound by the provisions of this Contract.9.3 Either Party shall have the right to immediately terminate this Contract under the followingcircumstances:(

63、a) The other Party and its creditor or another party agree to an arrangement or composition;(b) The other Party declares ban kruptcy, or in itiates vol un tary or compulsory liquidati on;(c) A third party legally confiscates or takes over the other Party tsle or assets, or a receiver is desig nated

64、to take con trol of those assets; or(d) The other Party ceases bus in ess, or declares that it is suspe nding operati ons.10. ENTIRETY10.1 This Con tract shall supersede all other oral or writte n agreeme nts or un dersta ndings previously con cluded betwee n the Parties regard ing the subject matte

65、r of this Con tract.11. FORCE MAJEURE11.1 Where circumsta nces, which are un foreseeable at the date this Con tract is sig ned and whichare bey ond either Party reason able con trol, cause delay in or failure of a Party s performa nce of its obligati ons pursua nt to this Con tract, such Party shall not be con sidered in breach of this Con tract o