买卖合同英语参考

　　篇一：买卖合同(中英文对照)

买卖合同英语参考

　　FIB 备件采购合同

　　FIB PURCHASE CONTRACT

　　买方：

　　The Buyer： Co.,ltd

　　地址：

　　Add:

　　Tel:

　　Fax:

　　The Seller:

　　Add:

　　TEL:

　　Fax:

　　1. 本合同由买卖双方订立，根据本合同规定的条款，买方同意购买，卖方同意出售下述商品：

　　This Contract is made by and between the Buyer and the Seller where by the Buyer agrees to buy and the Seller agrees to sell the under-mentioned commodity according to the terms and conditions stipulated below:

　　CIF terms as per Incoterms 2010

　　CIF条款按《2010年国际贸易术语解释通则》规定

　　2. 制造国别和厂商 COUNTRY OF ORIGIN AND MANUFACTURERS:

　　3. 运输方式：MEANS OF TRANSPORTATION

　　空运运输至成都

　　The shipment shall be made by air in container to CHENGDU port

　　4. 交货期限TERM OF DELIVERY:

　　签订合同后4至6周内交货.Allow 4-6 weeks for delivery after contract signed.

　　5. 出运口岸 PORT OF SHIPMENT:

　　Antwerp 安特卫普

　　6. 包装：PACKING：

　　包装为牢固的新木箱，适合长途运输，防湿、防锈、耐搬运。由于包装不良所发生的损失，由于采用不充分或不妥善的防护措施而造成的任何锈损，卖方应负担由此而产生的一切费用. 木质包装须经热处理并附有IPPC 标志。

　　To be adequately packed in new strong wooden cases suitable for long distance transportation and well protected against dampness, rust and rough handling. The Seller shall be liable for any damage to the goods on account of improper

　　packing and for any rust damage attributable to inadequate or improper protective measures taken by the Seller, and in such case or cases any and all expenses incurred in consequence there of shall be borne by the Seller. The wooden packages must be heat treated and bear “IPPC” sign on the surface.

　　7. 运输标志： SHIPPING MARK:

　　卖方应在每件包装上用不退色油墨标刷：箱号，外形尺寸，毛重以及“切勿受潮”等英文字样，并注有下列运输标志： The Seller shall mark on each package with fadeless paint the package number, gross weight, measurement and the wordings: "KEEP AWAY FROM MOISTURE" etc. and the shipping mark: 8.付款条件 TERMS OF PAYMENT:

　　电汇付款：在发货前收到卖方提供的发货通知、发票、装箱单扫描件，通过电汇的方式支付合同金额的100% (***) By T/T: 100% of the contract value（EUR***）will be paid by T/T before shipment when the buyer get the copys of delivery note、invoice and packing list.

　　9.发货时，卖方应将以下清关单据与货物一起装运,运交买方.One complete documents of customs clearance shall be packedand delivered together with consignment

　　(1) 运输单据，一份正本两份副本。运输单据上要注有“运费已付”、合同号和唛头。

　　Transport Document in one original and two copies marked "Freight Prepaid", contract number and shipping marks.

　　(2) 商业发票。3份手签原件，并显示合同号、信用证号和唛头。合同号 Contract No: 日期 Date:

　　Manually signed commercial invoice in 3 originals indicating the Contract number, L/C number, shipping marks.

　　(3) 保险单或保险证明书2份，注明投保一切险。Insurance policy or certificate in 2copies, covering all risks.

　　(4) 由制造商签发的装箱单一份原件两份复印件。Packing list issued by the Manufacturer in 1 original and 2 copies.

　　(5) 由制造商签发的质量证明书一份原件一份复印件。Certificate of Quality issued by the Manufacturer in 1 original and 1 copy.

　　(6) 由制造商签发的数量证明书一份原件一份复印件。Certificate of Quantity issued by the Manufacturer in 1 original and 1

　　copy.

　　(7) 在货物装运后，由卖方通知买方装运内容的传真复印件一份。A copy of fax to the Buyer advising particulars of shipment

　　immediately after shipment is made.

　　(8) 制造商签发的原产地证明一份Certificate of Country of Origin issued by manufacturer in one original.

　　(9) 由制造商出具的木质包装已经热处理并带有IPPC标识的证明原件一份。

　　Manufacturer’s statement wood meets and is stamped with IPPC mark. in one original.

　　10. 技术资料:TECHNICAL DOCUMENTS:

　　发货时，卖方应将英文技术资料一整套与货物一起装运,运交买方.

　　One complete set of the technical documents written in English shall be packed and delivered together with consignment.

　　11.装运通知:SHIPPING ADVICE:

　　货物全部装仓后, 卖方应立即将合同编号、商品名称、数量、毛重、发票金额、快递公司名称及快递单号通知买方。

　　Immediately the goods are completely loaded, the Seller shall cable to notify the Buyers of the Contract number, name of commodity, quantity, gross weight, invoiced value, name of the express company and the number of the express.

　　12. 交货延迟: DELAY DELIVERY:

　　如果出现延迟交货，卖方应按照每延迟一天支付合同金额的1‰的标准向买方支付罚金。但此罚金不得超过迟交货物总价的 5% ；如果该延迟达到三十天，并且买方未给予宽限期限，则买方有权利撤销该合同,卖方需支付合同金额的3%作为罚金,并在三个工作日内全额退款。

　　In case that a delay of goods delivery occurs, Seller shall pay 1‰ of the contract price of delayed equipment as penalty for every single day’s delay. The penalty, however, shall not exceed 5% of the contract amount. If a delay delivery lasts more than 30 days (include 30 days) without the grace period Buyer may grant, Buyer shall have the right to cancel this Contract, The Seller shall pay a penalty of 3% of the contract amount and provide a fullrefund within 3 working days.

　　13．质量保证和知识产权保证: GUARANTEE OF QUALITY & PATENT

　　卖方保证所订设备系用最好的材料和工艺制造，全新的未曾使用过的并完全符合本合同规定的质量规格要求。质量保证期

　　为验收日起的十二个月或货物运至目的地之日起的十五个月，取短者。

　　The Seller guarantee that the commodity hereof is made of the best materials with first class workmanship, brand new,

　　unused and complies in all respects with the quality and specifications stipulated in this Contract. The guarantee period

　　shall be twelve (12) months counting from the date of final acceptance of the contracted equipment or fifteen (15) months counting from the date on which the commodity arrives at the place of destination, whichever occurs the sooner.

　　卖方应赔偿买方由于卖方销售的产品侵犯他人专利、外观设计、商标、著作权等知识产权而使买方遭受的各种损失（包括由此而产生的诉讼费用）。

　　The Seller shall compensate and hold the Buyer harmless from and against all claims, liabilities, damages, losses, costs and expenses (including legal fees) pertaining to infringement or alleged infringement of any patent, registered design,

　　trade mark, service-mark, copyright or other intellectual property rights which arise from the goods supplied hereunder or any use or resale by the Buyer of such goods.

　　14. 检验和索赔 CLAIMS:

　　在货物到达目的港90天内，如发现质量、数量或规格不符合合同的条款，买方将有权根据中国商品检验局签发的检验证书向卖方索赔。

　　Within ninety (90) days after the arrival of the goods at the port of destination, should the quality, specification, or quantity of the contracted equipment be found not in conformity with the stipulations of the Contract, the Buyer shall on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim against the Seller. 卖方将在第13条规定的质保期内保证质量，一旦出现货物无论任何原因引起的缺陷，包括专利和内在缺陷或使用不良的材质，买方将立即以书面形式通知卖方并以中国商品检验局签署的检验证书为准提出索赔。

　　The Seller shall guarantee that if within the guarantee period stipulated in Articles 13, defective occurred by any reason including patent and latent defects or the use of inferior materials, the Buyer shall immediately notify the Seller in writing and put forward a claim supported by Inspection Certificate issued by the China Commodity Inspection Bureau.

　　卖方收到买方索赔通知后,如果在三十天内不答复,应视为卖方同意买方提出的一切索赔。

　　Any and all claims shall be regarded as accepted if the Seller fails to reply within 30 days after receipt of the Buyer's claim.

　　15. 索赔解决办法: SETTLEMENT OF CLAIMS:

　　如货物不符合本合同规定应由卖方负责;同时如买方按照本合同第14条、第13条的规定在索赔期限或质量保证期内提出索赔,卖方在取得买方同意后,应按下列方式之一理赔:

　　In case the Seller are liable for the discrepancies and a claim is made by the Buyers within the period of claim or quality guarantee period as stipulated in Articles 14 and Article 13 of this Contract, the Seller shall settle the claim upon the agreement of the Buyers in ONE OF the following ways:

　　A.同意买方退货,并将退货金额以成交原币偿还买方,并负担因退货而发生的一切费用,包括运费,保险费,商检费,仓租,码头装卸费以及为保管退货而发生的一切其它必要费用。

　　a. Agree to the rejection of the goods and refund to the Buyers the value of the goods so rejected in the same currency as contracted herein, and to bear all expenses in connection therewith including freight, insurance premium, inspection charges, storage, stevedore charges and all other, necessary expenses required for the custody and protection of the rejected goods.

　　B. 按照货物的疵劣程度,损坏的`范围,将货物贬值。

　　b. Devaluate the goods according to the degree of inferiority, extent of damage

　　C. 调换有瑕疵的货物.换货必须全新并符合本合同规定的规格、质量和性能.卖方并负担因此而产生的一切费用.对换货的质量，卖方仍应按本合同第13条规定的保证期保证。

　　c. Replace the defective goods with new ones which conform to the specifications, quality and performance as stipulated in this Contract. The Seller shall, at the same time, guarantee the quality of the replacement goods for a further period as specified in Article 13 of this Contract.

　　16. 不可抗力事故 FORCE MAJEURE:

　　由于不可抗力原因，如战争、火灾、水灾、台风、地震或未能取得政府许可等发生在货物制造或运输过程中，导致卖方交货迟延或不能交货时卖方不承担责任。但卖方应在事故后的十四天内通知买方，并将事故发生地政府主管机关出具的事故证明书用空邮寄交买方，并取得买方认可。在上述情况下卖方仍应采取一切必要措施尽快交货。如果该事故持续超过五周以上时买方将有权撤销本合同。

　　The Seller shall not be held responsible for the delay in shipment or non-delivery of the goods due to Force Majeure such as war, serious fire, flood, typhoon, earthquake or failure of obtaining government approval(s) which might occur during the process of manufacturing or in the course of loading or transit. The Seller shall advise the Buyer of the occurrence mentioned above and within fourteen (14) days thereafter, the Seller shall send by airmail to the Buyer for their acceptance a certificate of the accident issued by the Competent Government Authorities where the

　　accident occurs as evidence thereof. Under such circumstances the Seller, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than five (5) weeks, the Buyer shall have the right to cancel the Contract.

　　17. 仲裁 ARBITRATION:

　　凡因执行本合同所发生的或与本合同有关的一切争议，应由双方通过友好协商予以解决。如果协商不能解决，应提交中国国际经济贸易仲裁委员会根据中国国际经济贸易仲裁规则在上海进行仲裁。该仲裁委员会作出的裁决是最终的，买卖双方均受其约束。

　　All dispute in connection with this Contract or the execution thereof shall be settled through friendly negotiation. In case no settlement can be reached, the case may then be submitted to Shanghai International Economic and Trade Arbitration Commissio for arbitration which shall be conducted in accordance with the CIETAC's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.

　　18. 特别条款 SPECIAL PROVISIONS:

　　本合同由买方和卖方共同签署，一式四份，买卖双方各执两份。本合同自双方签字后立即生效。附件是合同不可分割的组成部分，与合同具有同等法律效果。

　　This Contract is signed by both the Buyer and the Seller in four (4) copies, each side holds 2 copies. The Contract shall become effectiveness after its signing by both the Buyer and the Seller.

　　All the appendix of the contract are integral parts of the contract and have the same legal force as the contract.

　　本合同以英文和中文书写，二种文字具有同等效力。

　　This Contract is written in both English and Chinese, which have equal validity.

　　买方Buyer 卖方Seller

　　Signature: Signature:

　　----------------------------------------------------------------------------------------------------------

　　篇二：国际买卖合同(中英文对照)

　　1.售货合同（sales contract)

　　编号 No.

　　日期 Date:

　　买方：

　　The Buyers:

　　电报：传真：

　　Cable:FAX

　　卖方：

　　The Sellers:

　　电报：电传：传真：

　　Cable: Telex:FAX

　　本合同由买卖双方订立，根据本合同规定的条款，买方同意购买，卖方同意出售下述商品： This Contract is made by and between the Buyers and Sellers ,whereby the Buyers agree to buy and the Sellers agree to sell the undermentioned commodity according to the term and conditions

　　（5）生产国别和制造厂商：COUNTRY OF ORIGIN AND MANUFACTURERS：

　　（6）装运期限：TIME OF SHIPMENT：

　　（7）装运口岸：PORT OF SHIPMENT：

　　（8）到货口岸：PORT OF DESTINGATION：

　　（9）保险：INSURANCE：

　　由买方投保。

　　To be coverd by the Buyers.

　　（10）包装：PACKING:

　　须用坚固的新木箱/纸箱包装，适合长途海运，防湿、防潮、防震、防锈，而粗暴搬运。由于包装不良所发生的损失，由于采用不充分或不妥善的防护措施而造成的任何锈损，卖方应负担由此而产生的一切费用和/或损失。

　　To be packed in new strong woden case (s) / carton (s) suitable for long distance ocean transportation and well protected against dampenss, moisture, shock, rust and rough handling. The Sellers shall be liable for any damage to the goods on account of improper packing and for any rust damage attributable to inadequate or improper protective measures taken by the Sellers, and insuch case or cases any and all losses and/or expenses incurred in consequence thereof shall be borne by the Sellers.

　　(11) 唛头：SHIPPING MARK：

　　卖方应在每件包装上，用不褪色油墨清楚地标刷件号、尺码、毛重、净重、“此端向上”、“小心轻放”“切勿受潮”等字样，并刷有下列唛头：

　　On the surfacee of each package, the package number ,measurements, gross weight, net weight, the lifting positions, such cautions as “DO NOT STACK UP SIDE DOWN”， “HANDLE WITH CARE”；“KEEP AWAY FROM MOISTURE”and the following shiping mark shall be stenciled legibly in fadeless paint:

　　（12）付款条件：TERMS OF PAYMENT：

　　甲、信用证付款°货物装运前一个月，买方应由上海中国银行开立以卖方为受益人的不可撤销的信用证，凭本合同第13条甲项规定的装运单据交到上海（银行）后付款。

　　乙、托收付款：货物装运后，卖方应将以买方为付款人的汇票连同本合同第13条甲项所列各种装运单据，通过卖方银行寄交买方银行即上海中国银行转交买方，并托收货款。

　　丙、信汇付款：买方收到本合同第13条甲项所列单据后，应于天内信汇祭款。

　　A. Payment by L/C: One month before shipment, the Buyers shall establish with Bank of China, Shanghai an Irrevocable L/C in favour of the Sellers, to be available against presentation in Shanghai of the shipping documents stipulated in Clause 13 hereof.

　　B. Payment by Collection: After delivery is made, the Sellers shall send through the Sellers, bank draft drawn on the Buyers together with the shipping documents apecified in Clause 13 hereof, to the Buyers through the Buyers bank, the Bank of China, Shanghai, for collection.

　　C. Payment by M/T: Payment to be effected by the Buyers not later thandays after receipt of the shipping documents specified in Clause 13 hereof.

　　（13）单据：DOCUMENT：

　　甲、卖方应将下列单据提交付款银行议付货款/托收付款，如为信汇付款，下列单据应径寄买方：

　　1. 全套可议付的洁净已装运海运提单，空白抬头，空白背书。注明“运费到付”，并通知到货口岸中国对外贸易运运输公司。

　　2. 由包收据注明由费/空运提单。

　　3.保险单或保险证明书注明投保兵险，一切险包括TPND。破碎，渗漏。无百分比限制，并注明货物到达后倘发现残破碎，渗漏。无百分比限制，并注明货物到达后倘发现残破碎，渗漏。无百分比限制，并注明货物到达后倘发现残损情况，须向到货口岸之中国商品检验局申请检验。

　　4. 发票五份，注明合同号，唛头。

　　5.装箱单两份，注明毛、净重、尺码和所装货物每项的品名数量。

　　6.按照本合同第18条甲项规定由制造厂签发的质量和数量/重量证明书及检验报告各两份。

　　A. The Sellers shall present the following documents to the paying bank for negotiation/collection, or to the Buyers in case of payment by M/T.

　　1. Full set of Negotiable Clean on Board Ocean Bills of Lading marked “FREIGHT TO COLLECT”and made out to order ,blank endorsed,and notifying the china National Foreign Trade Transportation Corporation at the port of destination.

　　2. parcel post Receipt,indicating postage/Air Way Bill

　　3.Insurance Policy or Certificate,covering War risk and all risks including TPND,Breakage and Leakage irrespec-tive of percentage and indicating “In the event of loss or damage,request for survey upon arrival of the cargo at the port of destination be made to the China Commodity Inspection Bureau of that port”.

　　4.Invoice in quintuplicate,indicating contract number and shipping mark.

　　5.Packing List in duplicate with indication of both gross and net weights,measurements and quantity of each item packed.

　　6.Certificate of Quality and Quantity/Weight and Testing Report,each in duplicate issued by the manufacturers as specified in items of Clause 18 hereof.

　　7.A true copy of cable to advise the Buyers of shipment im-mediately the goods are loaded on ship

　　as specified in Clanus 15 hereof.

　　乙、货物装运后十天内，除上述装运通知电报副本外，卖方应另外准备各种单据副本三套，以空邮将其中一套寄交买方，另外两套寄交到货囗岸中国对外贸易运输公司。

　　b. Within 10 days afrer shipment is effected,the Sellers shall prepare three sets,each comprising one copy each of the above mentioned documents with the exception of the cable shipping advice one set to be airmailed to the Buyers and the other two Sets to the China National Foreign Trade Transportation Corporation at the port of destination.

　　(14) 技术资料：TECHNICAL DOCUMENTS:

　　甲、每次发货进，卖方应将下述英文技术资料一整套与货物一起装箱，运交买方：

　　1. 基础图

　　2. 布线说明，电气及/或气动及/或液压接线图

　　3. 易损零件制造图

　　4. 零件目录

　　5. 本合同第18条甲项规定的品质证明书

　　6. 安装、操作和维修说明书

　　a. One complete set of the lollowing technical documents written in English shall be packed and depatchde to-gether with each consignment:

　　1. Foundation drawings

　　2. Wiring instructions,diagrams of electrical connections and/of pneumatic and/or hydraulic connections

　　3. Manufacturing drawings of easily worn parts

　　4.spare parts catalogues

　　5.Certificate of quality as stipulated in Item a of Clause 18 hereof

　　6.Erection,operation, service and repair instruction books

　　乙、N个月前，卖方应将本条甲项所列1.2.3.4.5.6.各种技术资料2套，以空邮寄交买方。 b. months before shipment ,the Sellers shall air-mail to the Buyers two complete sets of the technical documents mentioned in points 1,2,3,4,5and 6 under items of this Clause.

　　(F.U.M.P)

　　(15)装运条款：TERMS OF SHIPMENT：

　　甲、每次发货如毛重超过两公吨，卖方应于本合同第8条规定的装运期六十天前，将合同编号、商品名称、数量、价值、件数、毛重、尺码以及及货物在装货口岸备舀日期函/电告买方，以便买方订舱。如毛重不超过两公吨，则卖方应与装货口岸的买方超前享受运代理人直接联系装运事宜。

　　a. For each shipment exceeding two metric tons in gross weight, the Sellers shall, 60 days before the date of shipment stipulated in Clause 8 hereof, advise the buyers by cable/letter of the contract number name of commodity, quantity, value, number of packages, gross weight and measurements and date of readiness at the port of shipment in order for the buyers to book shipping space. For each shipment not over two metric tons in gross weight, the Sellers shall get in direct touch with the buyers shipping agent at the loading port.

　　乙、每发货毛重超过两公吨时，其订舱事宜将由买方装运代理人北京中国租船公司（电报挂号：ZHONGZU BEIJING）办理，买方与该公司密切联系有关装运事宜。卖方则应与在装货口岸的中国租船公司装运代理人密切联系。

　　b. Booking of shipping space for each shipment exceeding two metric tons in gross weight will be attended to by the buyers shipping agent, China National Chartering Corporation, Beijing, China

　　(Cable Address: ZHONGZU BEIJNG) with whom the Buyers shall keep in close contact in the matter of shipment. The Sellers shall keep in close contact with ZHONGZU’S shipping agent at the loading port.

　　丙、北京中国租船公司或其港口代理人于估计承运船到达装货口岸日期十天以前，将船名、预计装船日期、合同编号初步通知卖方，以便卖方安排装运。事先指定的承运船如有变更，或其估计到达日期提前或延期时，买方或其装运代理人应及时通知卖方，如果该船未能于买方或其装运代理人所通知的到达日期后三十天内到达装运口岸，则从第三十一天起货物的仓租和火灾保险费用应由买方负担。

　　c. China National Chartering Corporation, Beijing, China, or their shipping agent at the loading port, will send the Sellers, 10 days before the estimated date of arrival of the carrying vessel at the port of shipment a preliminary notice indicating the name of vessel, estimated date of loading, contract number in order for the Sellers to arrange shipment. In case the carrying vessel previously designated is to be replaced by another vessel or in case the estimated date of arrival of the carrying vessel is to be advanced or postponed, the Buyers or their shipping agent shall advise the Sellers to that effect in time. Should the vessel fail to arrive at the port of loading within 30 days after the arrival date advised by the buyers or their shipping agent, the buyers shall bear the storage and fire insurance expenses incurred from the 31st day.

　　丁、承运船及时到达装货口岸时，如卖方未将货物备妥待装，因此而发生的空舱费和延滞费均应由卖方负担。

　　d. The sellers shall be liable for any dead freight or demurrage consequent upon their failure to have the goods ready for loading after the carrying vessel has arrived at the port of loading in time.

　　戊、在货物越过船舷并从吊钩上卸下以前，所有在搬运中发生的一切费用和风险均由卖方负担。在货物超过船舷并从吊钩上卸下以后，所发生的一切费用均由买方负担。

　　e. The Sellers shall bear all expenses and risks and risks involved in the handling of the goods before they pass over the vessel’s rail and are released from the tackle, whereas all expenses involved in the loading of the goods after they have passed over the vessel’s rail and have been released from the vessel’s tackle shall be for the Buyers’ account.

　　(16)装运通知：SHIPPING ADVICE:

　　货物全部装船后，买方应立即将合同编号、商品名称、数量、毛重、发标金额、船名和开航日期电告买方。如单件货物的重量超过9公吨或阔度3400超过毫米，或两旁调试2350超过毫米，则卖方应将该件重量和尺码告知买方。如由于卖方未及时将装运通知电告买方，以致货物未及时保险而发生的一切损失应由卖方负担。如货物系属危险品，卖方应将其性质及处理办法电告买方和到货口岸中国对外贸易运输公司。

　　Immediately the goods are completely loaded,the Sellers Shall cable to notify the Buyers OF the contract number ,name of commodity,quantity,gross weight,invoiced name of the carrying vessel and the date of sailing.If any package is above 9 metric tons in weight,of over 3400mmin width,of over 2350mm on both sides in height,the Sell-ers shall advise the Buyers of the weight and measurements of such package.in case the goods are not insured in time oving to the Sellers having failed to give timely advice,any and all consequent losses shall be borne by the Sellers. In the case of dangerous goods ,the Sellers SHALL cable TO noti-fy the Buyers and the China National Foreign Transporta-tion Corporation at the port of destination of their nature and the method of handling then.

　　(17) 质量保证：CUARANTEE OF QUALITY：

　　卖方保证订货系用最上等的材料和头等工艺制成，全新，未曾用过，并完全符合本合同规定的质量、规格和性能。卖方并保证本合同订货在正确安装、正常使用和维修的情况下，自化物到达到货口岸之日起十二个月内运转良好。

　　The Sellers shall guarantee that the goods are made of best materials,with first class workmanship,brand now,unused and correspond in all respects with the quality,specifica-tions and perflrmance as stipulated in this Contract.The sellers shallalso guarantee that the goods when correctly mounted and properly operated and maintained,will give satisfactory performance for a period of 12months starting from the date on which the goods arrive at the port of des-tination.

　　(18) 检验和索赔：INSPECTION AND CLAIMS：

　　甲．在交货以前，制造厂就订货的质量、规格、性能、数量/重量作出准确和全面的检验、

　　并出具货物和本合同规定相符的证明书，该证书为议付/托收货款而应上交银行的单据的组成部分，但不得为货物的质量、规格、性能和数量/重量的最后依据。制造厂应将记载试验细节和结果的书面报告附在质量证明书内。

　　a. The manufacturers shall before making delivery,make a precise and comprehensive

　　inspection of the goods as regards their quality ,specifications ,performance and quantity/weight,and issue certificates certifying that the godds are in conformity with the stipulations of this Contract.The certificates shall from an integral part of the documents to be presented to the paying bank for negotiation/collection of payment but shall not be considered as final in respect of quality,specifications,performance and quatity/weight.Particulars and results of the test carried ou by the manufacturers must be shown in a statement to be attached to the said Quality Certificate.

　　乙、货物到达到货口岸后，买方应申请中国商品检验局（以下称商检局）就货物的质量、规

　　格和数量/重量进行初步检验。如发现到货的规格或数量/重量与合同不符，除应由保险公司或船公司负责者外，买方于货物在到货口岸缺货后120天内凭商检局出具之检验证书有权拒收货物或向卖方索赔。

　　b. After arrival of the goods at the port of destination,the Buyers shall apply to the China

　　Commodity inspection Bureau(hereinafter called the Bureau)for a preliminary inspection of the goods in respect of their quality,specifications and quantity/weight.If any discrepancies are found by the Bureau regarding the specifications or the quantity/weight or both,except those for which either the insurance company or the shipping company is responsible,the Buyers shall,within 120 days after discharge of the goods at the port of destination,have the right either to reject the goods or to claim against the Sellers on the strength of the inspection certificae issued by the Buren.

　　丙、在合同第17条规定的保证期限内，如发现货物的质量及/或规格与本合同规定不符或发

　　现货物无论任何原因引起的缺陷包括内在缺陷或使用不良的原料，买方应申请商检局检验，并有权根据商检证向卖方索赔。

　　c. Within the guarantee period stipulated in Clause 17 here-of should the quality and /or the

　　specifications of the goods be found not in conformity with the contracted stipulations ,or should the goods prove defective for any reasons,including latent defect of the use of unsuitable naterials,the Buyers shall arrange for an inspection to be carried out by the Bureau and have the right to claim against the Sellers on the strength of the inspection cer-tificate issued by the Bureau.

　　丁.卖方收到买方索赔通知(转载于:www.zaIdian.cOM 在点网)后，如果在三十天内不答复，应视为卖方同意买方提出的一切索赔。

　　篇三：Purchase Aggrement 买卖合同英文版

　　AGREEMENT

　　THIS AGREEMENT (this “Agreement”) is made as of this __ day of __________, 200_, (the “Effective Date”) by and between _________________. ("Purchaser") and _________________ ("Seller").

　　W I T N E S S E T H:

　　WHEREAS, Purchaser wishes to purchase ________________ from Seller; and

　　WHEREAS, Seller is willing to sell such _____________ to Purchaser;

　　NOW, THEREFORE, in consideration of the covenants, conditions and payments hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

　　“Appendix”). The Goods will be shipped ___, in accordance with the details specified in the Appendix. Nothing contained in this Agreement shall be construed as a commitment by Purchaser to purchase any Goods, or minimum quantity thereof, from Seller.

　　(the “Term”) unless earlier terminated in accordance with this Agreement.

　　3. Title and Risk of Loss. Title to and risk of loss of all Goods furnished hereunder shall remain with

　　Seller until receipt, inspection, and acceptance of the Goods by Purchaser. Seller warrants that it has clear title to the Goods and that there is no outstanding hostile claim against or security interest in the Goods held by a third party.

　　4. manufacturing capabilities, passwords, documents, data and business records, which is disclosed to Purchaser by Seller or which Purchaser observes or comes into contact with during the Term of this Agreement, whether generated by Seller or contractor of Seller, shall be deemed "Confidential

　　Information" and the sole and exclusive property of Seller. Purchaser shall take all reasonable

　　measures to maintain the confidentiality of said Confidential Information by its employees, agents, representatives and couriers. Purchaser shall not use the Confidential Information for any purposes other than to perform its obligations hereunder and shall not disclose any Confidential Information to any third party without the prior written consent of Seller. Purchaser acknowledges that all right, title, and interest in and to said Confidential Information, including the right to produce, extract, or exhibit said Confidential Information to any third party and any intellectual property rights relating to said Confidential Information, exist in Seller only. Purchaser shall return such Confidential Information promptly upon the expiration or termination of this Agreement.

　　5. documentation, Seller expressly warrants that:

　　(a) all Goods will conform to [the purchaser requirements] and any other applicable plans, drawings,

　　specifications or samples furnished by Purchaser, or furnished by Seller and approved and

　　accepted by Purchaser, it being understood that such plans, drawings, specifications or samples, are incorporated by reference and made a part hereof;

　　(b) all Goods will be of merchantable quality, fit and sufficient for the purpose ordered and

　　communicated to Seller, and will be free from latent or patent defects in material and

　　workmanship;

　　standards generally accepted in the trade or industry involved;

　　(d) all Goods are and will be free from any security interest, lien, or encumbrance;

　　(a) If any of the Goods are found within the warranty period provided in the Appendix to be defective

　　in material or workmanship or otherwise not in conformity with the requirements of this Agreement, Purchaser, in addition to any other rights which it may have under warranties or otherwise, shall have the right, at its option

　　(i) to revoke acceptance, reject and return such Goods at Seller's expense, in which event revocation and such replacement Goods shall carry a warranty equivalent to that set forth in

　　the Appendix running from the date of Purchaser’s receipt of such replacement Goods; or

　　(ii) notify Seller of noncompliance, defects, or deficiencies in the Goods, which Seller shall repair

　　and/or correct at Seller’s expense within ten (carry a warranty equivalent to that set forth in the Appendix running from the date of

　　Purchaser’s acceptance of such repaired Goods; or

　　(iii) upon notice to Seller, to take such actions as may be required to cure all defects and/or bring

　　the Goods into conformity with all the requirements of this Agreement, in which event all costs

　　and expenses thereby incurred by Purchaser shall be for Seller's account,. Efforts by

　　Purchaser to correct defects or deficiencies shall not preclude Purchaser from revoking

　　acceptance and rejecting the Goods under this Section or applicable law where Purchaser’s

　　commercially reasonable attempts to correct the defective conditions prove to be

　　unsuccessful.

　　(b) In the event that Purchaser invokes the remedy set forth in Section 6(a)(ii), Purchaser shall

　　cooperate in providing reasonable access to the Goods, data and technical assistance (if

　　available) as required to develop and schedule repairs and related testing of modifications or

　　repairs, if necessary, to assist Seller in its correction of the defects or deficiencies in the Goods.

　　Seller will schedule repairs to minimize disruption, loss and inconvenience to Purchaser, or if

　　required, Seller shall, at its expense, arrange for delivery of the Goods to Seller’s plant for repair or modification.

　　7. shall purchase and maintain the following insurance coverages: (i) Commercial General Liability Insurance (“CGL”), with contractual liability covering obligations assumed in this Agreement

　　(including any agreements entered into between the parties pursuant hereto) by Seller.

　　(b) Policy Requirements. All insurance required hereunder shall be effected by valid and enforceable

　　policies issued by insurer(s) of financial responsibility and authorized to do business in all

　　necessary states. Seller’s liability insurance policies shall name Purchaser. Prior to any entry

　　upon Purchaser’s property pursuant to this Agreement and upon Purchaser’s request thereafter, Seller shall provide or shall cause its insurer to provide Purchaser with complete certified copies of the liability insurance policies in effect for the Term of this Agreement.

　　8. as the production, sale and use thereof, do not and will not infringe any third party patents,

　　trademarks or copyrights or other intellectual property; (2) that Seller will at its own expense defend any suit that may arise In with respect thereto. In case the Goods or a part thereof are held to be infringing, or the use of the Goods or a part thereof is enjoined, Seller shall, at Seller’s expense, either procure for Purchaser the rights to continue using the Goods, replace the Goods or a part thereof with non-infringing Goods, modify the Goods so that they are non-infringing, or retake to

　　Goods and refund the purchase price and other costs associated with delivery or return of the Goods.

　　9. . Waiver by the Purchaser of Seller’s breach of any term or condition of this Agreement shall

　　not be construed as a waiver of any other term or condition or a future waiver of the waived term or condition.

　　10.

　　(a) Except as provided in this Agreement, Purchaser may cancel this Agreement without penalty or make delivery as specified or within a reasonable time if no time is specified, or fails to comply

　　with any other provisions of this Agreement, except if excused under Section 12.

　　(b) Cancellation hereunder shall discharge all executory obligations of the parties but shall not affect

　　any right or obligation based on a prior breach or performance of this Agreement nor affect any

　　right or obligation which is intended to survive such cancellation.

　　11. stoppage by Seller’s or its subcontractor’s employees or a dispute between a union and the Seller or its subcontractor, Purchaser, after twenty-four (24) hour oral or written notice to the Seller, may either employ a substitute or terminate this Agreement. Further, Seller shall be liable for and promptly pay to Purchaser, any additional expense incurred by Purchaser in employing such substitute or

　　terminating the Agreement.

　　12. event coming to its attention that may affect Seller's ability to meet it obligations under this Agreement. Examples of where such notice shall be given, shall include, but not be limited to any loss,

　　reassignment or unavailability of key employees, a force majeure event, threat of strike, or major equipment failure, changed requirements, or third party delays.

　　13. or delayed in such performance by conditions that constitute force majeure, such as acts of God, acts of terrorism, acts of the public enemy, labor disturbances, authority of law, fire or explosion, war or warlike act, insurrection, a party’s reasonable response (by way of example and not limitation, such as taking evasive action or canceling meetings or events) to a Governmental warning affecting local or national security, or any like causes beyond its control. A party wishing to take advantage of the relief provided in this Section must as soon as practical advise the other party in writing of the

　　existence of the force majeure condition and the estimated time of its duration. The parties shall cooperate to ascertain the facts and the effect of the delay on, and make appropriate adjustments where necessary.

　　14. rebate, or other compensation - excluding nominal business entertainment or gifts - to any official, employee, representative, or agent of Purchaser or any of its affiliated or subsidiary companies. Seller further represents that none of its officials or employees are known to be employed by

　　Purchaser or any of its affiliated or subsidiary companies. Seller agrees to promptly notify Purchaser if Seller becomes aware of information requiring modifications to either of the foregoing

　　representations.

　　15. shall be filed against Seller, or Seller shall make an assignment for the benefit of its creditors, or Seller shall apply for relief in any form as a debtor under any statute of the United States or laws or regulations of any other governmental authority, or any other proceeding under any statute of the United States or laws or regulations of any other governmental authority seeking the relief or

　　readjustment of Seller's indebtedness shall be commenced, then Purchaser shall have the right to immediately cancel this Agreement or so much of it as has not been completed, without penalty or payment of cancellation charges.

　　16. be ineffective to the extent of such determination without invalidating the remaining provisions of this Agreement.

　　17. agreement of the parties relating to the matters specified in this Agreement and supersede all prior and contemporaneous representations or agreements with respect to such matters. No oral

　　modifications or waiver of any of the provisions of this Agreement shall be binding on either party.

　　18. Laws.Parties warrant and agree that it has complied and will comply with all applicable laws. One

　　Party shall indemnify the other Party and save it harmless from any claims, losses, damages, costs and legal expenses (including but not limited to attorneys’ fees), resulting from its own failure to

　　comply with the foregoing.

　　19. shall be settled through binding arbitration in accordance with the Provisional Rules of Procedure, and judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. Exclusive venue for such arbitration shall be the Arbitration Commission of the China Council.

　　20. Independent Contractor. Seller acknowledges that it is an independent contractor and that Purchaser

　　has no control over or ownership interest in any of the Seller's facilities that will be utilized in

　　supplying Goods to Purchaser hereunder.

　　21. [Include this section only if applicable.] Seller acknowledges that it

　　benefits from Purchaser obtaining greater quantities of goods and/or services from Seller and has reflected that by granting Purchaser a discount for volume purchases as shown in the price schedule in the Appendix attached hereto. To encourage Purchaser to have third parties purchase goods

　　and/or services from Seller, Seller agrees to allow Purchaser to aggregate its purchases with those of any such third parties, so that Purchaser and such third parties each receive benefit of the volume discounts set forth in the Appendix attached hereto. Purchaser shall forward the name, address, telephone number and the name of the representative of any such third parties, and unless Seller objects in writing within fifteen (15) days thereafter, Seller shall provide the named third party with the goods and/or services upon the same terms and conditions as are contained in this Agreement, and shall aggregate Purchaser’s and all such third parties’ volume for purpose of determining the prices and discounts of the goods and/or services provided to each of the parties. Notwithstanding the foregoing, Seller agrees that Purchaser and such third parties are independent entities and that with the exception of aggregating purchase volumes (a) Seller shall deal with each such party independently, and (b) Purchaser is not a guarantor or surety for any such third parties and is not responsible in any way for any actions or in-actions of such third parties, including, without limitation, any disputes for non-payment which may arise between Seller and any such third party.

　　22. of the following:

　　For Purchaser: _____________________________

　　_____________________________

　　_____________________________ _____________________________

　　with a copy to:

　　_____________________________

　　For Seller: _____________________________

　　_____________________________

　　or at such other address as a party may indicate in writing as herein provided. Notices shall be deemed or refused. Notwithstanding the foregoing, Seller’s invoices may be sent by ordinary mail.

　　23. behalf of the persons to be bound thereby.

　　24. stated in this Agreement, those obligations contained herein that by their terms or nature are intended to survive such termination or expiration shall do so including, as an example and without limitation, 5

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