英文合同15篇[通用]
隨著法律觀念的日漸普及，合同的法律效力與日俱增，簽訂合同能夠較為有效的約束違約行為。相信很多朋友都對擬合同感到非常苦惱吧，下面是小編幫大家整理的英文合同，歡迎大家分享。
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英文合同1
the contract for sino-foreign cooperative joint venturechapter 1 general provisions
in accordance pany (hereinafter referred to as party b), registeredpany
article 2 in accordance pany is at__________street________(city)____________province.
article 4 all activities of the cooperative venture company shall be governed bythe lapany shall be shared by the parties according to the relevantprovisions thereafter. chapter 4 the purpose, scope and scale of production and business
article 6 the goals of the parties to the cooperative venture are to enhanceeconomic cooperation technical exchanges, to improve the product quality,develop nepanyis to produce ________products; provide maintenance service after the saleof the products; study and develop nepany is as follopany isrmb____________(or a foreign currency agreed upon by both parties).
article 10 the registered capital of the joint venture company is rmb __________.(exclusive of the right to the use of the site or the right to theexploitation of the natural resources and premises contributed by partya.)
article 11 party a and party b will contribute the following to the cooperativeventure: party a: premises__________m2 the right to the use of the site_________m2 party b: cash ______________yuan machines and equipment ____________yuan industrial property __________yuan others _____________yuan, ___________yuan in all. (note: when contributing industrial property as investment, party aand party b shall conclude a separate contract to be a part of this maincontract).
英文合同2
party a：party b：
contract no
date：
signed at：
witnesses that the party a for considerations hereinafter named, contracts and agrees with the party b that party a will, within_____ days, next following the date hereof, build and finish a libarary building for party b. （ the building hereinafter is referred to as the said building.） the said building is of the following dimensions, with reinforced concrete, brick, stones and other materials, as are described in plans and specifications gereto annexed.
in consideration of the foregoing, party b shall, for itself and its legal representatives, promise to pay party a the sum of one million rmb yuan in manner as follows, to wit：
rmb_____at the beginning of the said work.
rmb_____on _____/ _____/_____（ for example： 3/21/XX）
rmb_____ on_____/ _____/_____
rmb_____ on_____/ _____/_____
rmb_____ on_____/ _____/_____
and the remaining sum will be paid upon the completion of the work.
it is further agreed that in order to be entitled to the said payments （ the first one excepted, which is otherwise secured ）, party a or its legal representatives shall, according to the architect''s appraisement, have expended, in labor and material, the value of the payments already received by party a, on the building, at the time of payment.
for failure to accomplish the faithful performance of the agreement aforesaid, the party so failing agrees to forfeit and pay to the other_____rmb yuan as fixed and settled damages, within one month form the time so failing.
in witness whereof we have hereunto set our hands and seals the day and year first above written.
signed, sealed and delivered
in the presence of
party a ： party b：
英文合同3
COMPENSATION TRADE CONTRACT
Contract No.： __________
Date of Signing： _________
Place of Signing： _______
The two Parties：
Party A： ________________________________
Address： ________________________________
Tel：_________________Fax： _______________
E-mail： _________________________________
Party B： ________________________________
Address： _______________________________
Tel：_________________Fax： ________________
E-mail：_________________________________
WITNESSETH
Whereas Party B has machines and equipment, which are now used in Party B's manufacturing of _______, and is willing to sell to Party A the machines and equipment； and
Whereas Party B agrees to buy the products, _______, made by Party A using the machines and equipment Party B supplies, in compensation for the price of the machines and equipment, and
Whereas Party A agrees to purchase from Party B the machines and equipment, and
Whereas Party A agrees to sell to Party B the products, _______, in compensation of the price of Party B's machines and equipment； Now therefore, in consideration of the premises and covenants described hereinafter, Party A and Party B agree a follows：
ARTICLE 1 TRANSACTIONS
A） Party B agrees to provide Party A with _________ machines to be used in production, their auxiliary machinery, accessories and spare parts and a variety of measuring and testing instruments required in the process of production. The details of the models, names, specifications,quantity, prices, packing, delivery , etc. thereof shall be specified in an additional equipment-import agreement to be concluded by and between both parties which shall serve as an component part hereof.
B） The total value of the machines, auxiliary equipment, etc. supplied by part B shall be paid off by Party A with part of the manufactures made therewith and/or other goods, or with（designate name）products made in （Name of the plant）if both parties agree. The specific name（s）, quantity, price, delivery, etc. of the goods granted as the make-up payment shall be decided in an additional compensation goods-supply agreement made by the parties which shall serve as a component part hereof. The equipment-import agreement and compensation-goods-supply agreement aforesaid may be merged as one called sales agreement on compensation trade（See appendix）.
ARTICLE 2 PAYMENT
Both parties agree to open letters of credit in favor of each other, i.e. Party A will open, at regular intervals, long term letters of credit in favor of Party B to pay by installments the total cost of the machines and auxiliary equipment provided by Party B； whereas Party B will open sight letters of credit in favor of Party A to pay the products to be delivered by Party A. Party A shall pay for the total cost of the machines and auxiliary equipment with the money remitted by Party B as reimbursement for the products to be delivered by Party A. In case the sum to be paid by Party B fails to cover the value of the long-term letters of credit opened by Party A, the difference shall be made up by Party B by paying that much to Party A in advance, before the long-term letters of credit are due, to enable Party A to reimburse on time the long-term letters of credit it opens. The payment of the long-term letters of credit opened by Party A is based on Party B's opening a sight letter of credit under the provisions and on its paying the advance required herein. Thus, Party B warrants, guarantees and covenants that it will open the letters of credit and pay the advance as provided herein.
ARTICLE 3 REIMBURSEMENT
Party A shall reimburse Party B for all the machines and auxiliary equipment supplied by Party B by delivering goods to Party B on a monthly basis and the reimbursement will last for___ year（s） and ____months（s）. The reimbursement shall start approximately ____month（s） after the first delivery of the machines and, in principle, the money to be reimbursed per month shall be ______percent of the total amount due for the machines. With a ______month（s） notice to Party B, Party A may reimburse Party B in advance.
Within the reimbursement period, Party B shall, under the provisions of the additional sales agreement aforesaid, open, sight, irrevocable, divisible and assignable letters of credit, covering the full amount, in favor of Party A.
ARTICLE 4 STANDARD MONEY AND PRICE STANDARD
The standard money for this transaction is （Name of currency）. All the machinery, auxiliary equipment and measuring and testing instruments , etc. provided by Party B shall be valued with （Name of currency）, while the goods provided by Party A to Party B as reimbursement shall be valued with the basis price （Name of currency） of the same goods exported by Party A at the time when this agreement is entered into, and the total price （Name of currency） shall be changed into that of （Name of currency） in accordance with the exchange rate then.
ARTICLE 5 INTREREST
Party A shall pay the interest on its long-term letters of credit and the interest on the cash in advance rendered by Party B. The annual interest rate is agreed upon at_____%.
ARTICLE 6 TECHNICAL SERVICE
The machinery, after arrival at its destination, shall be installed by Party A, Party B shall dispatch its technicians to render spot instructions and other necessary technical assistance during the installation of the main machines, as may be requested by Party A in case of necessity, Party B shall be liable for the losses resulted in such a course of installation from technical default on its part.
ARTICLE 7 ADDITIONAL EQUIPMENT
During the enforcement of this agreement, if it is found necessary that, in addition to the machinery and equipment listed herein, some new accessories or measuring and testing instruments are needed for completion of the project, （an） additional order（s） may be made through negotiation by the parties. The new items thus added shall be incorporated in agreement.
ARTICLE 8 INSURANCE
The machinery and auxiliary equipment, after shipment, shall be insured by Party B. The title thereof shall be transferred into Party B after full payment therefore is made by Party B, thereafter, the unforeseeable losses concerning the machinery and auxiliary equipment shall be indemnified for first by the Insurance Company to Party B, then Party B shall remit for Party A,in proportion, the sum already paid by Party A for the machinery or equipment involved in the contingency.
ARTICLE 9 LIABILITY FOR BREACH OF AGREEMENT
Party B shall , if it fails to comply with this agreement to make purchase of the goods delivered by Party A as reimbursement, or Party A shall, if it fails to comply with this agreement to deliver the goods it is due to provide, be deemed liable for a breach of agreement and shall compensate the non-breaching Party for the loss caused thereupon and shall pay the non-breaching Party a fine accounting for % of the total value of the goods in question.
ARTICLE 10 PERFORMANCE GUARANTEE
To guarantee the implementation of this agreement, each party shall submit to the other party a letter of guarantee issued by its bank respectively. The guaranteeing bank of Party A is ______ Bank, ______, while the guaranteeing bank of Party B is ______Bank, ______.
ARTICLE 11 AMENDMNET
The modification of this agreement in particular cases shall be agreed upon by both parties through negotiations.
ARTICLE 12 Force Majeure
In case that one or both parties are impossible to perform the duties provided herein on account of force majeure, the party （or parties） in contingency shall inform the other party （or each other） of the case immediately and may, provided the case is duly verified by the competent authorities, delay in performance of or not perform the relevant duties hereunder the be partially or entirely exempted from the liability for breach of this agreement.
ARTICLE 13 ARBITRATION
Any dispute arising from or in connection with this Contract shall be submitted to China International Economic and Trade Arbitration Commission,Shenzhen Commission for arbitration 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 and the applicable law is the material law of P.R.C.
Notwithstanding any reference to arbitration, both Parties shall continue to perform their respective obligations under the Contract unless otherwise agreed.
ARTICLE LANGUAGE AND EFFECTIVE DATE
There are two originals hereof made respectively in Chinese and ______, both of which are of the same effect.
This agreement shall come into effect on the date when both parties set their hands hereunto and remain effective for_____ years. Upon its expiration, the parties may, if they choose, extend the term hereof for _____years or execute a new cooperation agreement, provided they apply to and approved by the Authority agencies concerned.
Party A Party B
Representative of___ Representative of____
（Authorized Signature）___ （Authorized Signature）
英文合同4
Employer:___________
Legal Representative:___________
Address:___________
Employee:___________
Name:___________
Gender:male
Address:___________
Nationality:P.R.China___________ID Card No.:___________
This Contract is signed on a mutuality voluntary basis by and between the following Employer and Employee in accordance with the Labour Law of People’s Republic of China."
1.Term of the Contract:
The term of this contract is for one year and shall commence on_____,_____, and shall continue until _____,_____,unless earlier terminated pursuant to this Contract. The Employee shall undergo a probationary period of three months.
2.Job Description:
The Employer agrees to employ Mr./Ms.________(name)as ________(job title) in ________Department, located in________(office location and city).
3. Remuneration of Labour
a.The salary of the Employee shall bemonthly paid by the Employer in accordance with applicable laws and regulations of P.R.C. It shall be paid by legal tender and not less than the standard minimum salary in Tianjin.
b. The salary of the Employee is RMB$______ per month in the probationary period and RMB$ _____ after the probationary period.
c. If the delay or default of salary takes place,the Employer shall pay the economic compensation except the salary itself in accordance with the relevant laws and regulations.
4.Working Hours & Rest & Vocation
a.The normal working hours of the Employee shall be eight hours each day, excluding meals and rest for an average of five days per week, for an average of forty hours per week.
b.The Employee is entitled to all legal holidays and other paid leaves of absence in accordance with the laws and regulations of the PRC and the company ’s work rules.
c. The Employer may extend working hours due to the requirements of its production or business after consultation with the trade union and the Employee ,but the extended working hour for a day shall generally not exceed one hour; If such extension is called for due to special reasons, the
extended hours shall not exceed three hours a day.However, the total extension in a month shall not exceed thirty-six hours.
5.Social Security & Welfare
a.The Employer will pay for all mandatory social security programs such pension insurance, unemployment insurance, medical insurance of the Employee according to the relevant government and city regulations.
b.During the period of the Contract, the Employee’s welfare shall be implemented accordance with the laws?and relevant regulations of P.R.C.
6.Working Protection & Working Conditions
a.The Employer should provide the Employee with occupational safety and health conditions conforming to the provisions of the State and necessary articles of labor protection to guarantee the safety and health during the working process.
b.The Employer should provide the Employee with safety education and technique training; The Employee to be engaged in specialized operations should receive specialized training and acquire qualifications for such special operations.
c. The Employee should strictly abide by the rules of safe operation in the process of their work.
7.Labour Discipline
a.The Employer may draft bylaws and labour disciplines of the Company, According to which, the
Employer shall have the right to give rewards or take disciplinary actions to the Employee;
b.The Employee shall comply with the management directions of the Employer and obey the bylaws and labour disciplines of the Employer.
c.The Employee shall undertake the obligation to keep and not to disclose the trade secret for the
Employer during the period of this Contract; This obligation of confidentiality shall survive the
termination of this Contract for a period of two (2)years.
8.Termination, Modification, Renew and Discharge of the Contract
a. The relevant clauses of the Contract may be modified by the parties:
i.The specific clause is required to be modified by the parties through
consultation;
ii.Due to the force majeure, the Contract can not be executed;
iii.The relevant laws and regulations have been modified or abolished by the time of signing the
Contract.
b.The Contract may be automatically terminated:
i) This Contract is not renewed at the expiration of this Contract;
ii) The Employer is legally announced to be bankruptcy, dismissed, or canceled;
iii)The death of the Employee occurs;
iv) The force majeure takes place;
v)The conditions of termination agreed in the Contract by the parties arise.
c.The Contract may be renewed at the expiration through consultation by the parties with the fulfillment of the procedure within 15 days to the expiration;
d. The Contract may be discharged through consultation by the parties;
e.The Contract may be discharged by the Employer with immediate effect and the Employee will not be compensated:
i.The Employee does not meet the job requirements during the probationaryperiod;
ii.The Employee seriously violates disciplines or bylaws of the Employer;
iii.The Employee seriously neglects his duty, engages in malpractice for selfish ends and brings
significant loss to the Employer;
iv.The Employee is being punished by physical labour for its misfeasance
v.The Employee is being charged with criminal offences:
f.The Contract may be terminated by the Employer by giving notice in written form 30(thirty) days in advance:
i.The Employee fails ill or is injured to (other than due to work) and after completion of medical
treatment, is not able to perform his previous function or any other function the Employer assigns to him;
ii.The Employee does not show satisfactory performance and after training and adjusting measures is still not able to perform satisfactorily;
iii.The circumstances have materially changed from the date this Contract was signed to the extent that it is impossible to execute the Contract provided, however,that the parties cannot reach an agreement to amend the contract to reflect the changed circumstances.
iv.The Employer is being consolidated in the legal consolidation period on the brink of bankruptcy or the situation of business is seriously in trouble, under such condition, it is required to reduce the
emplouee.(in legal procedure)
g.The Employee shall not be dismissed :
i. The Contract has neither expired nor conformed to 8.d,8.e,8.f,8.g;
ii.The Employee is ill with occupational disease or injured due to work and has been authenticated fully or partly disabled by the Labour Authentication Commission in Baodi County, Tianjin.
iii. The Employee is ill or injured (other than due to work) and is within the period of medical leave provided for by applicable PRC law and regulations and Company policy;
iv.The Employee is woman who is pregnant, on maternity leave, or nursing a baby under one year of age; or
iii.The applicable PRC laws and regulations otherwise prohibit the termination of this Contract.
h.The Contract may be dicharged by the Employee by giving notice in written form 30(thirty) days in advance. However, the Employee may inform the Employer to discharge the Contract at random under the following occasions:
i.The Employee is still in the probationary period;
ii.The Employer force the Employee to work by violence, duress or illegal restriction to physical
freedom;
iii. The Employer does not pay the remuneration of the Employee accordance with the relevant clause in the Contract;
iv.The Employer violates the relevant regulations of State or Tianjin for its terrible safe and health
condition, which is harmful to the Employee’s health.
I.The Contract can not be terminated by the Employee before the expiration if not conforming to 8.d, 8.h,
j. The Employer shall pay the economic compensation to the Employer if the Contract is terminated conforming to 8.d,8.f,8.h.i-8.h.iv. Additional fee for medical allowance should be paid to the Employee if the Contract is terminated conforming to 8.f.i.
9.Breach Liabilities
a. Due to either party’s fault, if breaching the Contract, that party shall undertake the breach
liability according to the extent to the performance of the Contract; if the parties both breach the Contract,they shall undertake its separate liability according to the concrete situation.
b. Due to either party’s fault, if breaching the Contract to damage the other party. The damage should be compensated by the faulty party accordance with the relevant laws and regulations of PRC.
c.Due to the force majeure, causing the non-performance or the damages to either party, the other party may not undertake the breach liability;
c.The Employee wants to resign and has received training provided by the Employer, the Employee shall compensate for the training cost. The method of compensation should be fixed according to the relevant company regulations as follows:
The Employee shall compensate RMB_______ within___year(s) in the Company if the Contract is terminated by the Employee at his cause;
The Employee shall compensate RMB_______ within___year(s) in the Company if the Contract is terminated by the Employee at his cause;
The Employee shall compensate RMB_______ within___year(s) in the Company if the Contract is terminated by the Employee at his cause;
10.Labor Disputes
Where a labor dispute between the parties takes place during the performance of this Contract, the
parties concerned may seek for a settlement through consultation; or either party may apply to the labor dispute mediation committee of their unit for mediation; if the mediation fails and one of the parties requests for arbitration, that party may apply to the labor dispute arbitration committee for arbitration. Either party may also directly apply to the labor dispute arbitration committee for arbitration within 60 days starting from the date of the occurrence of a labor dispute. If one of the parties is not satisfied with the adjudication of arbitration, the party may bring the case to a people’s court within 15 days of the date of receiving the ruling of arbitration
11.The verification of this Contract shall be made in Baodi Labour Bureau, Tianjin within 30 days after being signed by the parties.
Employer: (official stamp)___________Employee:___________
Representative :___________
Address___________Address:___________
Date: July ,20xx
It’s verified herein that the Contract conforms to the relevant laws and regulations through examination and review.
Authority;
Clerk:___________
英文合同5
Contract for Equipment Sales and Technology Licensing
Contract No. ____________________
This Contract (hereinafter referred to as the “Contract”) is made and entered into as of ________ (the date of signature ) in ________ (the place of signature) through friendly negotiation by and between _____________, a company incorporated and existing under the laws of ____________ with its registered address at _________________________________, and with its principal place of business at _________________________________ (hereinafter referred to as the “Buyer”), and ____________________, a company incorporated and existing under the laws of the People’s Republic of China with its registered address at _________________________________, and with its principal place of business at _________________________________(hereinafter referred to as the “Seller”).
Whereas, the Buyer desires to engage the Seller to provide the Equipment, related design, Technical Documentation, Technical Service and Technical Training and to obtain from the Seller a license of Patent and/or Know-how in relation to the Erection, Test Run, Commissioning, Performance Test，operation and maintenance for the Equipment, as well as manufacture of the Contract Products. Now it is hereby mutually agreed as follows:
Article 1 Definitions
1.1 “Acceptance ”means the Buyer accepted the Equipment in accordance with Article 11.5.
1.2 “Commissioning” means the operation of the Equipment in accordance with Article 11.4 for the purpose of carrying out Performance Test.
1.3 “Contract” means this Contract signed by and between the Buyer and the Seller, including Appendices attached which shall form an integral part of this Contract.
1.4 “Contract Products” refers to all types of the products manufactured with Patent and/or Know-how under the Contract, details of which are specified in Appendix 1.
1.5 “Destination Airport” refers to _____________Airport.
1.6 “Effective Date of the Contract” means the date when the Contract enters into force upon fulfillment of all the conditions stated in Article 18.1.
1.7 “Equipment” means the equipment, machinery, instruments, spare parts and materials supplied by the Seller as listed in Appendix 3.
1.8 “Erection” means placing the Equipment to the positions according to the design drawings, and connecting it with relevant equipment and utilities.
1.9 “Improvement” refers to new findings and/or modifications made in the validity period of the Contract by either party on Patent and/or Know-how in the form of new designs, formulas, recipes, ingredients, indices, parameters, calculations, or any other indicators.
1.10 “Job Site” means the site where the Equipment shall be located and/or erected, namely ____.
1.11 “Know-how” refers to any valuable technical knowledge, data, indices, drawings, designs and other technical information, concerning the Erection, Test Run, Commissioning, Performance Test，operation and maintenance for the Equipment as well as manufacture of the Contract Products, developed and owned or legally acquired and possessed by the Seller and disclosed to the Buyer by the Seller, which is unknown to either public or the Buyer before the Date of Effectiveness of this Contract, and for which appropriate protection measures have been taken by the Seller for keeping Know-how in secrecy. The specific description of Know-how is set forth in Appendix 3.
1.12 “Last Shipment” means the shipment with which the accumulated invoice value of shipped goods has reached ____ ( ) percent of the total Equipment price.
1.13 “Patent” refers to any and all of the effective patent rights possessed by the Seller and licensed to the Buyer under the Contract in connection with the Erection, Test Run, Commissioning, Performance Test,operation and maintenance for the Equipment, as well as manufacture of the Contract Products, the No. and list of which are set forth in Appendix 3.
1.14 “Performance Test” means the tests for examining whether the Equipment is able to meet guarantee figures specified in Appendix 1.
1.15 “Technical Documentation” means the technical indices and data, specifications, drawings, processes, technical and quality standards, and other documents carrying the descriptions and explanations of Patent, Know-how and other technical information, in connection with the Erection, Test Run, Commissioning, Performance Test，operation and maintenance for the Equipment, as well as manufacture of the Contract Products, to be provided by the Seller as listed in Appendix 4.
1.16 “Technical Service” means the technical instruction, assistance and guidance rendered by the Seller as per Appendix 6.
1.17 “Technical Training ” means the training rendered by the Seller as per Appendix 7.
1.18 “Test Run” means the initial run of a single machine or the whole system of the Equipment without materials.
1.19 “Warranty Period” means the period of the warranty given by the Seller as specified in Article 12.2, during which the Seller is responsible for the defects of the Equipment as per Article 12.
Article 2 Scope of the Contract
2.1 The Seller’s Obligation
2.1.1 The Seller shall supply the Equipment, provide the design, Technical Documentation, and conduct the Technical Service and Technical Training, and grant the Buyer a right to use the Patent and/or Know-how as set forth in the Contract.
2.1.2 The Seller shall supply the Equipment which is listed in Appendix 3, the specification is detailed in Appendix 1.
2.1.3 The Seller shall provide design in accordance with Appendix 5, and submit to the Buyer the Technical Documentation listed in Appendix 4.
2.1.4 The Seller shall conduct the Technical Services at the Job Site as per Appendix 6.
2.1.5 The Seller shall conduct the Technical Training as per Appendix 7.
2.2 The Buyer’s Obligation
2.2.1 The Buyer shall at his own costs and expenses, provide the Seller with all information and data concerning the design as per Appendix 2. The Buyer shall ensure the completeness, correctness and accuracy of all such information and data.
2.2.2 The Buyer shall at his own costs and expenses, obtain all necessary import permits, undertake customs clearance, take delivery of the Equipment to be supplied by the Seller and transport them to the Job Site in time.
2.2.3 The Buyer shall at his own costs and expenses, perform all the civil works, construction, Erection, Test Run， Commissioning and Performance Test in accordance with the Technical Documentation under the Technical Services rendered by the Seller as per Appendix 6.
2.2.4 The Buyer shall at his own costs and expenses, supply all the equipments, spare parts and facilities required, except for the Equipment supplied by the Seller as per Appendix 3.
2.2.5 The Buyer shall at his own costs and expenses, provide the qualified and appropriate technical personnel, labor, tools, utilities and the Job Site in time for Erection, Test Run, Commissioning, and Performance Test as specified in Appendix 2.
2.2.6 The Buyer shall at his own costs and expenses, perform necessary administration and security guard at the Job Site.
Article 3 Grant of License
3.1 The Seller agrees to grant to the Buyer and the Buyer agrees to obtain from the Seller a license to manufacture the Contract Products as well as to conduct Erection, Test Run, Commissioning, Performance Test, operation and maintenance for the Equipment with Patent and/or Know-how as well as to use and sell the Contract Products. The name, model, specification, and technical data of the Contract Products are detailed in Appendix 1. The Buyer shall not make use of Patent and/or Know-how for any purposes other than those stipulated in the Contract without prior written approval from the Seller. The annual output of the Contract Products manufactured by the Buyer shall in no case exceed _______________.
3.2 (Option 1) The license granted under the Contract shall be an exclusive license. The Seller shall not retain its right to grant the licenses to any third parties, or to explore Patent and/or Know-how as well as to sell the Contract Products by itself within the territory specified in Article 3.4.
(Option 2) The license granted under the Contract shall be a non-exclusive license. The Seller shall retain its right to grant the licenses to any third parties, and to explore Patent and/or Know-how as well as to sell the Contract Products by itself within the territory specified in Article 3.4.
3.3 The license granted under the Contract shall be a non-transferable and non-sublicensing license, under which the Buyer shall neither be entitled to transfer nor grant sub-license to any third party without prior written approval from the Seller.
3.4 Territory
3.4.1 The Seller agrees to grant the license to the Buyer only within the territory of _________________ (country or region). The Buyer shall not explore Patent and/or Know-how in any place other than the Job Site without previous written consent of the Seller.
3.4.2 The Seller agrees to grant a license to the Buyer to use and sell the Contract Products only within the territory of ________________________ (Country or region). In case the Buyer fails to perform its obligations under this Clause, all the actual losses and damages thus incurred to the Seller shall be borne by the Buyer, and the Seller shall have the right to terminate the Contract without prejudice to any remedies specified in the Contract.
Article 4 Price
4.1 The Buyer agrees to pay the total Contract price, Technical Training and Technical Service fee to the Seller.
4.2 The total Contract price, including price of the Equipment, design, Technical Documentation and a license fee in a fixed amount, shall be __________(say _______________________ only).
The breakdown price is as follows:
The price for Equipment is __________(say _______________________ only).
Fee for design is __________(say _______________________ only).
Fee for Technical Documentations is __________(say _______________________ only).
License fee is __________________(Say: _________________ only)
4.2.1 The total Contract price for the Equipment is for delivery CIF_____ Port, and the Technical Documentations is for delivery CIP (by air) ______ Airport. CIF and CIP term shall be interpreted in accordance with INCOTERMS 20xx, issued by the INTERNATIONAL CHAMBER OF COMMERCE (ICC).
4.2.2 The total Contract price includes the price for spare parts listed in Appendix 3. However, the total Contract price does not cover the supply of any other spare parts. At the Buyer’s request, the Seller may provide with any other spare parts. A separate agreement shall be signed between the parties.
4.2.3 The above price is fixed and firm.
4.3 The total Contract price does not cover the Technical Service fee and Technical Training fee specified in Appendix 6,7.
4.4 The total Contract price as well as the Technical Training and Technical Service fee shall not be regarded or in any way be explained or interpreted as covering any of the custom duties, taxes, or charges, fees, and expenses unless expressly listed in the Contract.
Article 5 Payment
5.1 Down Payment
Within ____ ( ) days after signing the Contract, the Buyer shall pay ____ ( ) percent of the total Contract price amounting ____ by T/T to the Seller.
......................The Beginning of Option.......................
5.2 [Option One: Payment by Sight L/C]
The balance of the total Contract price amounting ___ ( says ___ only ) shall be paid by an irrevocable Letter of Credit at sight, issued within ___ ( ) days after signing the Contract by a reputable bank in ___ acceptable to the Seller in favor of the Seller. The Letter of Credit shall be available upon the presentation of the following documents till ______(specific expiration date or a specific circumstance for the expiration of the Letter of Credit).
5.2.1 ____ ( ) percent of the total Contract price amounting ____ (say ___ only) shall be paid by the Buyer to the Seller within _______ days after the following documents have been submitted by the Seller:
(a) Bill of Lading in one (1) original and ___ ( ) copies;
(b) Commercial Invoice in one (1) original and ___ ( ) copies;
(c) Packing list in one (1) original and ___ ( ) copies;
(d) Certificate of Origin in one (1) original and ___ ( ) copies;
(e) Insurance Policy in one (1) original and ___ ( ) copies;
5.2.2 ____ ( ) percent of the total Contract price amounting ____ (say ___ only) shall be paid by the Buyer to the Seller within _______ days after the following documents have been submitted by the Seller:
(a) One (1) copy of the Acceptance Certificate signed by the Buyer as per Article 11.5, or the Seller’s written statement specifying the lapse of more than seven (7) days after the Seller’s notice requesting the Buyer to issue the Acceptance Certificate in accordance with Article 11.5;
(b)One ( 1 ) copy of commercial invoice.
5.2.3 ____ ( ) percent of the total Contract price amounting ____ (say ___ only) shall be paid by the Buyer to the Seller within _______ days after the following documents have been submitted by the Seller:
a) One (1) original Letter of Retention Guarantee in the form of Appendix 10;
b) One (1) copy of Commercial Invoice.
5.2 [Option Two: Payment under a L/G]
The balance of the total Contract price amounting ___ (say ___ only ), plus interest for deferred payment in the amount of ___ (say ___ only ), totaling ___ (say ___ only ) as detailed in Appendix 12 shall be paid by the Buyer by installments as specified in Appendix 12 and backed by an irrevocable Letter of Guarantee in favor of the Seller as per the Appendix 11, issued within ___ ( ) days after signing the Contract by the reputable bank in ____ acceptable to the Seller.
......................The End of Option.......................
5.3 All the banking charges incurred in the Seller’s bank shall be borne by the Seller while those incurred outside the Seller’s bank shall be borne by the Buyer.
Article 6 Delivery of Equipment and Technical Documentation
6.1 The Delivery of the Equipment
6.1.1 The delivery of the Equipment listed in Appendix 3 shall be completed within ____ ( ) months from the Effective Date of the Contract.
6.1.2 Within ____ ( ) months after the Effective Date of the Contract, the Seller shall send to the Buyer a preliminary delivery schedule by fax.
Not later than ____ ( ) days before the first shipment, the Seller shall submit to the Buyer the final delivery schedule in three (3) copies indicating Contract number, dispatch number, name of the Equipment, quantity, approximate dimensions, volume of each package and time of each shipment.
6.1.3 The port of shipment is ____, while the port of destination is ____.
6.1.4 Advance shipment, partial shipment and transshipment are allowed, however, the Seller shall inform the Buyer thirty (30) days before such shipment.
6.1.5 The date of Bill of Lading for each shipment shall be considered as the actual delivery date.
6.1.6 The Seller shall notify the Buyer by fax of the following within five (5) working days after each shipment is effected:
(a) Contract number
(b) Name of the vessel and loading port
(c) Name of the Equipment shipped
(d) Number and date of Bill of Lading
(e) Total volume
(f) Total gross and net weight
(g) Total number of packages/cases
6.1.7 The Seller shall airmail the following documents in duplicate to the Buyer:
(a) Bill of Lading
(b) Commercial Invoice
(c) Packing List
(d) Certificate of Origin
(e) Insurance Policy.
6.2 The Late Delivery of the Equipment
6.2.1 If the Seller fails to deliver the Equipment in accordance with the final delivery schedule, the Seller shall pay to the Buyer liquidated damages for such delay at the following rates:
(a) From the first week to the fourth week, the liquidated damages shall be
____ ( ) percent of the value of the delayed portion of the Equipment per
week
(b) From the fifth week to the eighth week, the liquidated damages shall be
____ ( ) percent of the value of the delayed portion of the Equipment per week
(c) From the ninth week, the liquidated damages shall be ____ ( ) percent of
the value of the delayed portion of the Equipment per week
6.2.2 The fractions of four days or more shall be counted as one week and fractions of less than four days shall be omitted. The total aggregate amount of the liquidated damages shall not exceed ____ ( ) percent of the value of the delayed portion Equipment.
6.2.3 The Seller shall be released from the liability to the Buyer whatsoever in respect of the late delivery after his payment of liquidated damages in accordance with Article 6.2. Notwithstanding the Seller’s payment of the liquidated damages for the late delivery Equipment, the Seller shall not be released from his obligation to deliver the Equipment.
6.3 The Delivery of the Technical Documentation
6.3.1 The Technical Documentation listed in Appendix 4 shall be delivered CIP ____airport by air within ____ ( ) months after the Effective Date of the Contract.
6.3.2 The date of airway bill shall be regarded as the actual delivery date of the Technical Documentation.
6.3.3 Within ____ ( ) working days after sending each lot of the Technical Documentation, the Seller shall inform the Buyer of the Contract number, item number, number and date of airway bill and the flight.
英文合同6
Exclusive Agency Agreement
本協議于______年____月____日在______（地點）由有關雙方在平等互利基礎上達成，按雙方同意的下列條件發展業務關系：
This agreement is made and entered into by and between the parties concerned on ___________（Date） in ________（Place） on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:
1.協議雙方
The Parties Concerned
甲方：_______ 乙方：__________
Party A:________ Party B:________
地址：__________ 地址：___________
Add:____________ Add:______________
電話：__________ 電話：____________
Tel: ___________ Tel: _____________
傳真：_________ 傳真：____________
Fax:___________ Fax:______________
2.委任
Appointment
甲方指定乙方為其代理，為第三條所列商品從第四條所列區域的顧客中招攬訂單，乙方接受上述委任。
Party A hereby appoints Party B as its Exclusive Agent to solicit orders for the
commodity stipulate in Article 3 from customers in the territory stipulated in Article 4,and Party B accepts and assumes such appointment.
3.代理商品
Commodity
4.代理區域
Territory
僅限于_______（比如：廣州）
In __________（for example: Guangzhou）only.
5.最低業務量
Minimum turnover
乙方同意，在本協議有效期內從上述代理區域內的顧客處招攬的上述商品的訂單價值不低于_______人民幣。
Party B shall undertake to solicit orders for the above commodity from customers in the above territory during the effective period of this agreement for not less than RMB_________.
6.價格與支付
Price and Payment
7.代理權
Exclusive Right
基于本協議授予的代理權，甲方不得直接或間接地通過乙方以外的渠道向代理區域顧客銷售或出口第三條所列商品，乙方不得在代理區域經銷、分銷或促銷與上述商品相競爭或類似的產品，也不得招攬或接受以到代理區域以外的地區銷售為目的的訂單，在本協議有效期內，甲方應將其收到的來自代理區域其他商家的有關代理產品的詢價或訂單轉交給乙方。
In consideration of the exclusive rights granted herein, Party A shall not, directly or indirectly, sell or export the commodity stipulated in Article 4 to customers in territory
through channels other than Party B; Party B shall not sell, distribute or promote the sales of any products competitive with or similar to the above commodity in territory and shall not
solicit or accept orders for the purpose of selling them outside territory. Party A shall refer to Party B any enquiries or orders for the commodity in question received by Party A from other firms in territory during the validity of this agreement.
8.廣告及費用
Advertising and Expenses
乙方負擔本協議有效期內在銷售區域銷售代理商品做廣告宣傳的一切費用，并向甲方提交所用于廣告的聲像資料，供甲方事先核準。
Party A shall bear all expenses for advertising and publicity in connection with the
commodity in question in area within the validity of this agreement, and shall submit to Party
A all audio and video materials intended for advertising for prior approval.
9.工業產權
Industrial Property Rights
在本協議有效期內，為銷售有關，乙方可以使用甲方擁有的商標，并承認使用于或包含于汽車漆中的`任何專利商標、版權或其他工業產權為甲方擁有。 一旦發現侵權，乙方應立即通知甲方并協助甲方采取措施保護甲方權益。
Party B may use the trade-marks owned by Party A for the sale of the Automobile paint covered herein within the validity of this agreement, and shall acknowledge that all patents, trademarks, copy rights or any other industrial property rights used or embodied in the
Automobile paint shall remain to be the sole properties of Party A. Should any infringement be found, Party B shall promptly notify and assist Party A to take steps to protect the latter'srights.
10.協議有效期
Validity of Agreement
本協議經有關雙方如期簽署后生效，有效期為_____年，從20___年___月___日至20___年____月____日。
This agreement, when duly signed by the both parties concerned, shall remain effect for _____ months from ________（date） to ________（date）.
11.協議的終止
Termination
在本協議有效期內，如果一方被發現違背協議條款，另一方有權終止協議。 During the validity of this agreement, if either of the two parties is found to have violated the stipulations herein, the other party has the right to terminate this agreement.
12.不可抗力
Force Majeure
由于水災、火災、地震、干旱、戰爭或協議一方無法預見、控制、避免和克服的其他事件導致不能或暫時不能全部或部分履行本協議，該方不負責任。但是，受不可抗力事件影響的一方須盡快將發生的事件通知另一方，并在不可抗力事件發生15天內將有關機構出具的不可抗力事件的證明寄交對方。
Either party shall not be responsible for failure or delay to perform all or any part of this agreement due to flood, fire, earthquake, draught, war or any other events which could not be predicted, controlled, avoided or overcome by the relative party. However, the party affected by the event of Force Majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued by the relevant authorities to the other party within 15 days after its occurrence.
13.檢驗和收貨
Inspection and Acceptance
在收到貨物后，經銷商應及時檢查貨物確定是否有貨物短缺、瑕疵和損壞。經銷商應在收到貨物后 天內書面通知供應商索賠。在收到通知后 天內，供應商應調查貨物短缺、瑕疵和
損壞的索賠，并通知經銷商結果，如確認存在貨物在交付時短缺、瑕疵和損壞，供應商應予以更換。
Promptly upon the receipt of a shipment of Products, Distributor shall examine the shipment to determine whether any item or items included in the shipment are in short supply, defective or damaged. Within __________ days of receipt of the shipment, Distributor shall notify Supplier in writing of any shortages, defects or damage, which Distributor claims existed at the time of delivery. Within ______ days after the receipt of such notice, Supplier will
investigate the claim of shortages, defects or damage, inform Distributor of its findings, and deliver to Distributor Products to replace any which Supplier determines, were in short supply, defective or damaged at the time of delivery.
14.仲裁
Arbitration
因凡因本合同引起的或與本合同有關的任何爭議，均應提交至甲方所在地的人民法院，按照申請仲裁時該會實施的仲裁規則進行仲裁。仲裁裁決是終局的，對雙方均有約束力。
Any dispute arising from or in connection with this contract shall be submitted to court where is Party A is located, 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.
甲方: ________________ 乙方：______________________
（簽字） （簽字）
Party A:_______________ Party B: ____________________
（Signature） （Signature）
英文合同7
Accord of Sorts in Copenhagen
Working late into the night, negotiators from the world's nations agreed in principle to attempt to limit the global postindustrial temperature rise to 2 degrees Celsius. Steve Mirsky reports, with Christina Reed in Copenhagen
An accord, of sorts, in Copenhagen. UNESCO’s Christina Reed:
“So it got really tense, [Danish prime minister Lars Loekke] Rasmussen had the gavel in the air and said, ‘It looks like we don’t have a consensus, I hate to do this but,’ and as he was about to pound, the U.K.’s Ed Miliband, negotiator, said, ‘I call for an adjournment,’ and so they adjourned, and everyone broke and they adjourned. This short adjournment lasted about two hours, they met off the floor to discuss this a little bit more in person. It was face-to-face arm wringing, it was ‘let’s get this done, let’s move this ahead.’ Ultimately it was Ban Ki-moon of the United Nations working very diligently.”
The world’s nations will try to limit postindustrial temperature rise to 2 degrees Celsius. [Reed:]“It’s not perfect, it’s not a perfect document, several things that they wanted are left out, but they believe it’s a process that’s going to help them move forward, it’s going to start mobilizing the financial agreements, it’s providing a small architecture that can be built.”
—Steve Mirsky
英文合同8
INTERNATIONAL SALESCONTRACT
The Seller agrees to sell and the buyer agrees to buy the undermentioned commodity according to the terms and conditions stated below:
(1)Product description:
(a) model number:BCD—226STV
(b)About the exterior appreance:
total volume(L):226
power comsumption(kW.h/24h):0.6
effective area of freezer:58
effective area of variable greenhouse:43
effective area of storage room:125
dimentions(L*W*H):580*560*1786mm
(c)About the function:
Fresh kept; automatic thermostat;
over-temperature alarm; led display;
individual shutdown.
Unit Price: $680 (680 dollars)per set
Quantity:1000 sets
(2)Contract Value：$680,000(six hundred and eighty dollars )
(3)Country of Origin: China
(4)Port of Shipment: Dalian,China
(5)Port of Destination: Newyork,Ameirica
(6)Time of Shipment: November 12th, 20xx
(7)Packing: The goods must be properly packaged, suitable for ocean-going and long-distance land transport, moisture, shock, anti-rust resistance, rough handling, to ensure that the goods will not be damaged by the above reasons, so good to arrive safely. Any loss caused by poor packing should be born by the seller.
(8)Marks: The seller must use non-fading paint to print each box number, size, gross weight, net weight, hanging position, "this side up", "Handle with care", "keep dry" and other words.
(9) Insurance：The insurance shall be covered by the Seller under the term of CIF for 110% of the invoice value against all risks.
(10) Terms of Payment: Letter of Credit.
The buyer shall 30 days prior to shipment open an irrevocable credit contained the buyer as the payer and the seller as the beneficiary through U.S. bank. China bank should commit the credit after he received and verificated the following documents.
(a)Full set of clean on board ocean Bills of Lading made out to Great World Store and blank endorsed marked freight to collect； (b)Commercial lnvoice；
(c) The Inspection Certificate of Quality issued by CCIC of China； (d)Certificate of Origin；
(e)Notice of Shipment.
(11)Terms of Shipment:
(a)The seller must notify the buyer name of the booking vessel and itstransportation routes 40 days before sail, for the buyer to confirm. (b)The seller must notify the buyer expected time of delivery, contract number, invoice amount, the number and the shipment weight and size of each piece 20 days before shipment.
(C) The seller must notify the buyer of goods, quantity, gross weight, invoice amount, name of the vessel, and departure dates by telegraph/telex within 48 hours after shipment.
(d) If any piece of cargo to meet or exceed the weight of 10 tons, 15meters long , 10 meters wide, the seller shall 50 days before shipment provide the buyer with five copies of detailed packing drawing, indicating detailed size and weight, so that the buyer can arrange inland transport.
(e)Transhipment and Partial shipment are both not allowed.
(12) Inspection:
(a)The seller must test the quality of goods, specification and quantity fully and accurately, and issue a quality certificate to prove that the delivery is in accordance with the relevant provisions of the contract , but this certificate is not the fianl basis toprove quality of the goods, specifications, performance, and number .The seller should attach the written report contained inspection details and results of tests to the quality manual.
(b)After the goods arrive at the port of destination, the buyer must apply to the U.S. Commodity Inspection Bureau for inspecting the quality of goods, specification and quantity , and issue a certificate of inspection. If you find that the quality, specification and quantity
do not match with the contract, in addition to which insurance companies or ship shall be responsible for, the buyer has the right to refuse accepting the goods and claim to the seller,within 7 days after arrival at the port of destination .
(c) If the inspection certificate can not be settled within the validity period of the contract for some unforeseen reasons, the buyer should telephone the seller to extend the inspection period for 3 days.
(13)Claims:
(a) Within 3 days from the date of the arrival of the goods at the final destination,if the quality,specification,quantity and packing of the goods are found not in conformity with the stipulations of this contract,the Buyer shall give a notice of claims to the Seller within the above mentioned time limit and have the right to lodge claims . (b)Considering the result from the defect of the goods ,the Buyer has the right to bring the claims for their damages against the Seller. The Seller shall undertake to make the compensation for claims,except those for which the insurrance company should undertake the obligations.
(14)Force Majeuer:
(a)If any contracting party could not fulfill the contract by resistance
英文合同9
FIB PURCHASE CONTRACT
買方：
The Buyer： Co.,ltd
地址：
Add:
Tel:
Fax:
The Seller:
Add:
TEL:
Fax:
1. 本合同由買賣雙方訂立，根據本合同規定的條款，買方同意購買，賣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條款按《2010年國際貿易術語解釋通則》規定
2. 制造國別和廠商 COUNTRY OF ORIGIN AND MANUFACTURERS:
3. 運輸方式：MEANS OF TRANSPORTATION
空運運輸至成都
The shipment shall be made by air in container to CHENGDU port
4. 交貨期限TERM OF DELIVERY:
簽訂合同后4至6周內交貨.Allow 4-6 weeks for delivery after contract signed.
5. 出運口岸 PORT OF SHIPMENT:
Antwerp 安特衛普
6. 包裝：PACKING：
包裝為牢固的新木箱，適合長途運輸，防濕、防銹、耐搬運。由于包裝不良所發生的損失，由于采用不充分或不妥善的防護措施而造成的任何銹損，賣方應負擔由此而產生的一切費用. 木質包裝須經熱處理并附有IPPC 標志。
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. 運輸標志： SHIPPING MARK:
賣方應在每件包裝上用不退色油墨標刷： 箱號，外形尺寸，毛重以及“切勿受潮”等英文字樣，并注有下列運輸標志： 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.付款條件 TERMS OF PAYMENT:
電匯付款：在發貨前收到賣方提供的發貨通知、發票、裝箱單掃描件，通過電匯的方式支付合同金額的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.發貨時，賣方應將以下清關單據與貨物一起裝運,運交買方.One complete documents of customs clearance shall be packedand delivered together with consignment
(1) 運輸單據，一份正本兩份副本。運輸單據上要注有“運費已付”、合同號和嘜頭。
Transport Document in one original and two copies marked "Freight Prepaid", contract number and shipping marks.
(2) 商業發票。3份手簽原件，并顯示合同號、信用證號和嘜頭。 合同號 Contract No: 日期 Date:
Manually signed commercial invoice in 3 originals indicating the Contract number, L/C number, shipping marks.
(3) 保險單或保險證明書2份，注明投保一切險。Insurance policy or certificate in 2copies, covering all risks.
(4) 由制造商簽發的裝箱單一份原件兩份復印件。Packing list issued by the Manufacturer in 1 original and 2 copies.
(5) 由制造商簽發的質量證明書一份原件一份復印件。Certificate of Quality issued by the Manufacturer in 1 original and 1 copy.
(6) 由制造商簽發的數量證明書一份原件一份復印件。Certificate of Quantity issued by the Manufacturer in 1 original and 1
copy.
(7) 在貨物裝運后，由賣方通知買方裝運內容的傳真復印件一份。A copy of fax to the Buyer advising particulars of shipment
immediately after shipment is made.
(8) 制造商簽發的`原產地證明一份Certificate of Country of Origin issued by manufacturer in one original.
(9) 由制造商出具的木質包裝已經熱處理并帶有IPPC標識的證明原件一份。
Manufacturer’s statement wood meets and is stamped with IPPC mark. in one original.
10. 技術資料:TECHNICAL DOCUMENTS:
發貨時，賣方應將英文技術資料一整套與貨物一起裝運,運交買方.
One complete set of the technical documents written in English shall be packed and delivered together with consignment.
11.裝運通知:SHIPPING ADVICE:
貨物全部裝倉后, 賣方應立即將合同編號、商品名稱、數量、毛重、發票金額、快遞公司名稱及快遞單號通知買方。
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. 交貨延遲: DELAY DELIVERY:
如果出現延遲交貨，賣方應按照每延遲一天支付合同金額的1‰的標準向買方支付罰金。但此罰金不得超過遲交貨物總價的 5% ；如果該延遲達到三十天，并且買方未給予寬限期限，則買方有權利撤銷該合同,賣方需支付合同金額的3%作為罰 金,并在三個工作日內全額退款。
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． 質量保證和知識產權保證: GUARANTEE OF QUALITY & PATENT
賣方保證所訂設備系用最好的材料和工藝制造，全新的未曾使用過的并完全符合本合同規定的質量規格要求。質量保證期
為驗收日起的十二個月或貨物運至目的地之日起的十五個月， 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.
賣方應賠償買方由于賣方銷售的產品侵犯他人專利、外觀設計、商標、著作權等知識產權而使買方遭受的各種損失（包括由此而產生的訴訟費用）。
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. 檢驗和索賠 CLAIMS:
在貨物到達目的港90天內，如發現質量、數量或規格不符合合同的條款，買方將有權根據中國商品檢驗局簽發的檢驗證書向賣方索賠。
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. 賣方將在第13條規定的質保期內保證質量，一旦出現貨物無論任何原因引起的缺陷，包括專利和內在缺陷或使用不良的材質，買方將立即以書面形式通知賣方并以中國商品檢驗局簽署的檢驗證書為準提出索賠。
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.
賣方收到買方索賠通知后,如果在三十天內不答復,應視為賣方同意買方提出的一切索賠。
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. 索賠解決辦法: SETTLEMENT OF CLAIMS:
如貨物不符合本合同規定應由賣方負責;同時如買方按照本合同第14條、第13條的規定在索賠期限或質量保證期內提出索賠,賣方在取得買方同意后,應按下列方式之一理賠:
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.同意買方退貨,并將退貨金額以成交原幣償還買方,并負擔因退貨而發生的一切費用,包括運費,保險費,商檢費,倉租,碼頭裝卸費以及為保管退貨而發生的一切其它必要費用。
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. 按照貨物的疵劣程度,損壞的范圍,將貨物貶值。
b. Devaluate the goods according to the degree of inferiority, extent of damage
C. 調換有瑕疵的貨物.換貨必須全新并符合本合同規定的規格、質量和性能.賣方并負擔因此而產生的一切費用.對換貨的質量，賣方仍應按本合同第13條規定的保證期保證。
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，如戰爭、火災、水災、臺風、地震或未能取得政府許可等發生在貨物制造或運輸過程中，導致賣方交貨遲延或不能交貨時賣方不承擔責任。但賣方應在事故后的十四天內通知買方，并將事故發生地政府主管機關出具的事故證明書用空郵寄交買方，并取得買方認可。在上述情況下賣方仍應采取一切必要措施盡快交貨。如果該事故持續超過五周以上時買方將有權撤銷本合同。
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:
凡因執行本合同所發生的或與本合同有關的一切爭議，應由雙方通過友好協商予以解決。如果協商不能解決，應提交中國國際經濟貿易仲裁委員會根據中國國際經濟貿易仲裁規則在上海進行仲裁。該仲裁委員會作出的裁決是最終的，買賣雙方均受其約束。
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. 特別條款 SPECIAL PROVISIONS:
本合同由買方和賣方共同簽署，一式四份，買賣雙方各執兩份。本合同自雙方簽字后立即生效。附件是合同不可分割的組成部分，與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書寫，二種文字具有同等效力。
This Contract is written in both English and Chinese, which have equal validity.
買方Buyer 賣方Seller
Signature: Signature:
英文合同10
買方 The Buyer:
地址 Address
Tel: Fax:
賣方 The Seller:
地址： Address
Tel: Fax:
本合同由買賣雙方訂立，根據本合同規定的條款，買方同意購買，賣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 under-mentioned commodity according to the terms and conditions stipulated below:
(1) 貨名及規格 Commodity & Specification
(2) 數量 Qty.
(3) 單價 Unit Price
(4) 總價Total Amount
(5) 原產公司：COUNTRY OF ORIGIN :
(6) 裝運期限：TIME OF SHIPMENT:
(7) 裝運口岸：PORT OF SHIPMENT：
(8) 到貨目的地：DESTINATION：
(9) 保險： INSURANCE：
由賣方按合同金額110％投保一切險和戰爭險
All Risks and War Risk for 110% contract value to be covered by the Seller.
(10) 運輸方式：TERM OF SHIPMENT: 空運 By air
(11) 包裝：PACKING：
須用堅固的新木箱包裝，適合長途空運/陸運，防濕、防潮、防震、防銹、耐粗暴搬運。由于包裝不良所發生的損失，由于采用不充分或不妥善的防護措施而造成的任何銹損、破損，賣方應負擔由此而產生的一切費用和損失。包裝箱內應包含一整套服務操作手冊。賣方使用的木質包裝應經薰蒸處理，并在木質包裝表面標上清晰的IPPC標識。
To be packed in new strong wooden case(s) suitable for long distance air/land transportation and well protected from dampness, 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 and break damage attributable to inadequate or improper protective measures taken by the Sellers, and in such case or cases any and all losses and / or expenses incurred in consequence thereof shall be borne by the Sellers. One full set of service and operation manuals concerned shall be enclosed in the case(s). The wood packaging the Seller used shall be fumigated and marked with “IPPC” on the surface of wood packaging.
(12) 嘜頭：SHIPPING MARK:
賣方應在每件包裝上，用不褪色油墨清楚地標刷件號、尺碼、毛重、凈重、“此端向上”、“小心輕放”、“切勿受潮”等字樣，并刷有下列嘜頭:
On the surface of each package, the package number, measurements, gross weight, net weight, the lifting positions, such cautions as “THIS SIDE UP”, “HANDLE WITH CARE”,“KEEP AWAY FROM MOISTURE” and the following shipping mark:
(13) 付款條件：TERMS OF PAYMENT：
100%的合同金額通過電匯支付。100% contract value by T/T.
買方在合同生效后兩周內支付合同金額的100%貨款
The Buyer shall pay 100% advance payment to the Seller within two week after contract effected.
(14) 單據：Documents,
1. 正本空運單（收貨人聯），標明“運費已付”及嘜頭，買方為收貨人及通知方。
Original Airway Bill (copy for Consignee) marked “freight prepaid” and shipping mark, consign to and notify the Buyer.
2. 涵蓋100%合同金額的商業發票三正三副，注明合同號、嘜頭。
Commercial invoice covering 100% of contract amount in 3 originals and 3 copies, indicating contract number, shipping mark.
3. 裝箱單三正三副，注明毛、凈重、尺碼和所裝貨物的包裝形式及數量。
Detailed Packing List in 3 originals and 3 copies indicating both gross and net weights, measurements and packing condition and quantity of each item packed.
4. 賣方出具的質量及數量證書正本三份。
Certificate of quality and quantity issued by seller in 3 originals.
5. 賣方出具的原產地證書一正一副。
Certificate of origin in 1 original and 1 copy issued by Seller.
6. 貨物裝運后24小時內賣方發給買方裝運通知傳真復印件一份。
Copy of fax from seller to the buyer advising the particulars of shipment within 24 hours after shipment is made.
7. 保險單或保險證明一正一副，按照合同金額110%投保一切險及戰爭險。
Insurance Policy or Certificate for 110% contract value, covering All Risks and War Risk in 1 original and 1 copy.
8. 賣方聲明外包裝表面標有IPPC標識證書正本一份, 或賣方出具的非木質包裝證明正本
Seller’s Certificate in 1 original certifying IPPC has been marked on surface of the wooden cases / seller’s Certificate certifying no wood package is used in the shipment.
(15) 裝運通知：SHIPPING ADVICE：
The Sellers shall fax to the Buyer the Readiness Notification one week before the goods to be shipped.
賣方在發貨前一周物向買方傳真貨物備妥通知。
The Sellers shall, immediately upon the completion of the loading of the goods in 24 hours, send the Buyers Air Waybill, Invoice and Packing list by fax.
裝運通知：賣方應在貨物裝運完畢后24小時內用傳真將空運單、發票和裝箱單發給買方。
如賣方未按時向買方通知上述裝運情況所導致損失由賣方承擔。
Losses shall be borne by the Sellers in case the Sellers don’t inform the Buyers of the above shipping status on time.
(16) 質量保證：GUARANTEE OF QUALITY:
賣方保證訂貨系用最上等的材料和頭等工藝制成，全新的，未曾使用過的, 并完全符合本合同規定的質量、規格和性能。賣方并保證本合同訂貨在正確安裝、正常使用和維修的情況下，自安裝之日起十二個月或貨物裝運之日起十五個月內運轉良好，以先到期者為準。由于人為造成的、易損易磨件除外。
The Sellers shall guarantee that for a period of 12 months calculated from the date of installation or 15 months starting from the date of shipment, whichever is the earlier. Faults due to mal-operation as well as wear and tear parts are excluded.
(17) 遲交貨及罰款：LATE DELIVERY AND PENALTY
除合同第16條人力不可抗拒事故外，如賣方不能按合同規定的時間交貨，買方應同意賣方支付罰款的條件下延期交貨。罰款可由議付銀行在議付貨款時扣除，罰款率按每7天收0.5%，不足7天時以7天計算。但罰款不得超過遲交貨物總價的5%。如賣方延期交貨超過合同規定10周時，買方有權撤消合同，此時，賣方仍應不遲延地按上述規定向買方支付罰款。
買方有權對因此遭受的其它損失向賣方提出索賠。
Should the Sellers fail to make delivery on time as stipulated in the Contract, with the exception of Force Major causes specified in Clause 16 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment under negotiation. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery, the rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers shall have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay. The buyer shall have the right to lodge a claim against the seller for the losses sustained if any.
(18) 檢驗和索賠: INSPECTION AND CLAIMS:
如發現貨物的`品質、數量/重量與本合同不符, 買方有權在貨物到達目的地后60天內根據中華人民共和國出入境檢驗檢疫局出具的商檢證書向賣方提出索賠。由承運人和保險公司負責的賠償除外。
If the quality and/or quantity/weight be found not in conformity with the present contract, the Buyer shall be entitled to lodge claims with the Seller on the basis of the Certificate issued by China Exit and Entrance Inspection and Quarantine Bureau within 60 days after the goods arrival in the destination. With the exception, however, of those claims for which the carrier and/or insurance company are to be held responsible.
(19) 人力不可抗拒事故：FORCE MAJEURE：
由于人力不可抗拒事故，而賣方交貨延遲或不能交貨時，責任不在賣方，但賣方應立即將事故通知買方，并于事故發生后十四天內將事故發生地政府主管機關出給的事故證明書用空郵寄交買方為證，并取得買方認可。在上述情況下，賣方仍負有采取一切必要措施從速交貨的責任。如果事故持續超過十個星期買方有權撤銷本合同。
The Sellers shall not be held responsible for any delay in delivery or non-delivery of the goods duo to Force Majeure. However, the Sellers shall advise the Buyers immediately of such occurrence and
within fourteen days thereafter, shall send by airmail to the buyers for their acceptance a certificate
issued by the competent government authorities of the place where accident occurs as evidence
thereof. Under such circumstances the Sellers, 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 ten
weeks, the Buyers shall have the right to cancel this Contract.
(20) 仲裁：ARBITRATION:
凡因執行本合同所發生的或與本合同有關的一切爭議，應由雙方通過友好協商予以解決，應提交中國國際經濟貿易仲裁委員會根據中國國際經濟貿易仲裁規則進行仲裁，仲裁裁決是終局的，對雙方都有約束力。
All disputes arising from the execution of or in connection with this contract, shall be settled amicably through friendly negotiation. In case no settlement can be reached through negotiation the case shall then be submitted to China International Economic and Trade Arbitration Commission in Shanghai arbitration in accordance with The Rules of Arbitration of China International Economic & Trade Commission. The award rendered by the said commission shall be final and binding upon both parties.
（21）通知 NOTICE
所有通知用中/英文寫成，按照合同所列地址用傳真/快遞送達給各方。如果地址有變更，一方應在變更后3日內書面通知另一方。
All notice shall be written in Chinese or English and served to both parties by fax/courier according to the addresses shown in this contract. If any changes of the addresses occur, one party shall inform the other party of the change of address within 3 days after the change.
(22) 其他 MISCELLANEOUS
本合同一式二份，買方執一份，賣方執一份，由雙方代表正式簽字蓋章生效。
The present contract is in three copies of the same form, the buyer holds two; the seller holds one. The contract is signed by the authorized representative of both parties and shall become effective upon the formal and mutual signing and stamping of the contract.
買方: The Buyer: 賣方：The Seller:
英文合同11
合同編號：_________________
contract no：_______________
簽訂日期：_________________
date：______________________
簽訂地點：_________________
signed at ： _______________
電 話：____________________
tel： ______________________
傳 真：____________________
fax：_______________________
電 報：____________________
cable： ____________________
電 傳：____________________
telex： ____________________
電 話：____________________
tel： ______________________
傳 真：____________________
fax：_______________________
電報：_____________________
cable： ____________________
電傳：_____________________
telex： ____________________
經買雙方確認根據下列條款訂立該合同：
the undersigned sellers and buyers have confirmed this contract in accordance with the terms and conditions stipulated below ：
1. 貨號
art no. 名稱及規格
descriptions 單位
unit 數量
quantity 單價
unit price 金額
amount
合計：_______________
totally：____________
總值（大寫）_______
total value：（in words）
允許溢短___%
____% more or less in quantity and value allowed.
2.成交價格術語：□ fob □ cfr □ cif □ ddu □
terms： ________________
3.包裝：______________
packing： ______________
4.裝運碼頭：__________
shipping marks： _______
5.運輸起訖：由______經______到 ________
shipment________from_________to ________
6.轉運：□ 允許 □ 不允許； 分批裝運：□ 允許 □ 不允許
tran shipment： □ allowed □ not allowed
partial shipments： □allowed □ not allowed
7.裝運期：___________
shipment date： _______
8.保險：由____按發票金額110%投保____險，另加保____險至____為止。
insurance ： to be covered by the for 110% of the invoice value covering additional form ____to________
9.付款條件：
terms of payment：
買方不遲于_____年_____月_____日前將100%的貨款用即期匯票/電匯送抵賣方。
the buyers shall pay 100% of the sales proceeds through sight（demand）draft/by t/t remittance to the sellers not later than
買方須于_____年_____月_____日前通過 銀行開出以賣方為受益人的不可撤銷____天期信用證，并注明在上述裝運日期后 天在中國議討有效，信用證須注明合同編號。
the buyers shall issue an irrevocable l/c at sight through in favour of the sellers prior to indicating l/c shall be valid in china through negotiation within day after the shipment effected ， the l/c must mention the contract number.
付款交單：買方應對賣方開具的以買方為付款人的見票后____天付款跟單匯票，付款時交單。
documents against payment： （d/p）
the buyers shall duly make the payment against documentary draft made out to the buyers at sight by the sellers.□承兌交單：買方應對賣方開具的以買方為付款人的'見票后_____天承兌跟單匯票，承兌時交單。
documents against acceptance（d/a）
the buyers shall duly accept the documentary draft made out to the buyers at days by the sells.
10.單據：賣給方應將下列單據提交銀行議付/托收。
documents require：the sellers shall present the following documents required for negotiation/collection to the banks.
整套正本清潔提單。
full set of clean on board ocean bills of lading.
商業發票一式____份。
signed commercial invoice in___copies.
裝箱單或重量單一式_____份。
packing list/weight memo in copies.
由_____簽發的質量與數量證明書一式______份。
certificate of quantity and quality in copies issued by ______
保險單一式______份。
insurance policy in copies.
由____簽發的產地證一式____份。
certificate of origin in copies issued by __________
11.裝運通知：一俟裝運完畢，賣方應即電告買方合同號、品名、已裝載數量，發票總金額，毛重，運輸工具名稱及啟運日期等。 shipping advice ： the sellers shall immediately ， upon the completion of the loading of the goods ， advise the buyers of the contract no ， names of commodity ， loaded quantity ， invoice values ， gross weight ， names of vessel and shipment date by tlx/fax.
12.檢驗與索賠：
inspection and claims：
①賣方在發貨前由 檢驗機構對貨物的品質、規格和數量進行檢驗，并出具檢驗證明書。
the buyers shall have the qualities ， specifications ， quantities of the goods carefully inspected by the inspection authority ， which shall issue inspection certificate before shipment.
②貨物到達目的的口岸后，買方可委托當地的商品檢驗機構對貨物進行復檢。如果發現貨物有損壞、殘缺或規格、數量與合同規定不符，買方須于貨到目的口岸的 天內憑 檢驗機構出具的檢驗證明書向賣方索賠。
the buyers have right to have the goods inspected by the local commodity inspection authority after the arrival of the goods at the port of destination. if the goods are found damaged / short / their specifications and quantities not in compliance with that specified in the contract， the buyers shall lodge claims against the sellers based on the inspection certificate issued by the commodity inspection authority within days after the goods arrival at the destination.
③如買方提供索賠，凡屬品質異議須于貨到目的的口岸之日起 天提出；凡屬數量異議須于貨到目的口岸之日起 天提出。對所裝貨物所提任何異議應由保險公司、運輸公司或郵遞機構負責的，賣方不負任何責任。
the claims ， if any regarding to the quality of the goods shall be lodged within days after arrival of the goods at the destination ， if any regarding to the quantities of the goods ， shall be lodged within days after arrival of the goods at the destination . the sellers shall not take any responsibility if any claims concerning the shipping goods is up to the responsibility of insurance company / transportation company /post office.
13.人力不可抗拒：如因人力不可抗拒的原因造成該合同全部或部分不能履約，賣方概不負責，但賣方應將上述發生的情況及時通知買方。 force majeure ： the sellers shall not hold any responsibility for partial or total non-performance of this contract due to force majeure . but the sellers shall advise the buyers on times of such occurrence.
14.爭議之解決方式：
disputes settlement ： 任何因該合同而發生或與該合同有關的爭議，應提交中國國際經濟貿易仲裁委員會，按該會的仲裁規則進行仲裁。仲裁地點在中國深圳。仲裁裁決是終局的，對雙方均有約束力。
all disputes arising out of the contract or in connection with the contract ， shall be submitted to the china international economic and trade arbitration commission for arbitration in accordance with its rules of arbitration in shenzhen ， china . the arbitral award is final and binding upon both parties.
15.法律適用
law application ：
該合同之簽訂地、或發生爭議時貨物所在地在中華人民共和國境內或被訴人為中國法人的，適用中華人民共和國法律，除此規定外，適用《聯合國國際貨物銷售公約》。
it will be governed by the law of the people‘s republic of china under the circumstances that the contract is singed or the goods while the disputes arising are in the people’s republic of china or the deffendant is chinese legal person ， otherwise it is governed by united nations convention on contract for the international sale of goods .
該合同使用的fob、cfr、cif、ddu 術語系根據國際商會《incoterms 1990》
16.文字：該合同中、英兩種文字具有同等法律效力，在文字解釋上，若有異議，以中文解釋為準。
versions ： this contract is made out in both chinese and english of which version is equally effective .conflicts between these two language arising therefrom . if any ， shall be subject to chinese version .
17.附加條款（該合同上述條款與本附加條款有抵觸時，以本附加條款為準）
additional clauses ： （conflicts between contract clause here above and this additional clause ， if any ， it is subject to this additional clause）
18.該合同共_____份，自雙方代表簽字（蓋章）之日起生效。
this contract is in copies ， effective since being signed / sealed by both parties： ______
賣方代表人：________________________ 買方代表人：_______________________
representative of the sellers ：____ representative of the buyers ：____
簽字：______________________________ 簽字：_____________________________
authorized signature ：_____________ authorized signature ：____________
英文合同12
The date of signature of this agreement
協議簽署日期：
Advertiser 廣告商：
Advertiser’s Address 廣告地址：
Telephone 電話:
Agency 代理商：
Agency’s Address 代理商地址：
Telephone 電話:
This Advertising Agency Agreement (hereinafter referred to as Agreement) is made and effective this Date of, by and between Advertise and Agency.
此廣告代理協議（下稱：協議）從簽約之日起由廣告商和代理商之間簽訂并生效，
Agency is in the business of providing advertising agency services for a fee. 代理商從事提供廣告代理服務并收取費用。
Advertiser desires to engage Agency to render, and Agency desires to render to Advertiser, certain advertising agency services, all as set forth.
廣告商欲雇用代理商提供服務，并且代理商欲提供給廣告商某些廣告代理服務，如下所示。
NOW, THERFORE, in consideration of the mutual agreements and covenants herein contained the parties hereto agree as follows:
因此，現在，考慮到在此包含的雙方約定和合同，雙方同意如下條款：
1. Engagement 雇用
Advertiser engages Agency to render, and Agency agrees to render to Advertiser, certain services in connection with Advertiser’s planning, preparing and placing of advertising for certain of Advertiser’s products as follows:
廣告商啟用代理商提供，并且代理商同意提供給廣告商和廣告商的計劃，準備和投放一些廣告商的產品的服務，如下所示：
A. Analyze Advertiser’s current and proposed products and services and present and potential markets.
分析廣告商的目前和建議的產品和服務，目前和潛在的市場。
B. Create, prepare and submit to Advertiser for its prior approval advertising ideas and programs.
創立，準備和提交給廣告商先前批準的廣告理念和計劃。
C. Prepare and submit to Advertiser for its prior approval estimates of costs and expenses associated with proposed advertising ideas and programs.
準備和提交給廣告商與所建議的廣告理念和計劃的先前的批準的預計成本和費用。
D. Design and prepare, or arrange for the design and preparation of, advertisements. 設計和準備，或安排廣告的設計和準備。
E. Perform such other services as Advertiser may request from time to time such as, but not limited to , direct mail advertising preparation, speech writing, publicity and public relations work, market research and analysis.
進行廣告商可能不時要求的其他服務，例如，但不局限于，直接的郵寄廣告準備，演講稿，宣傳和公共關系工作，市場研究和分析。
F. Order advertising space, time or other means to be used for publication of Advertiser’s advertisements, all time endeavoring to secure the most efficient and advantageous rates available.
預訂用于廣告商廣告發布的空間，時間或其它方式，一直努力獲得最有效的和最有利的費率。
G. Proof for accuracy and completeness of ions, displays, broadcasts, or other forms of advertisements.
尋求精確性和完成廣告附加頁，展示，廣播或其它形式的廣告。
H. Audit invoices for space, time, material preparation and charges.
審計空間，時間，材料準備和費用的發票。
2. Products產品
Agency’s engagement shall relate to the following products and services of Advertiser: [Products]
代理商的啟用將與廣告商的.下列產品和服務有關[產品]
3. Exclusivity 獨家代理
Agency shall be the [Exclusive or Non-Exclusive] advertising agency in the United States for Advertiser with respect to the products described in Section 2 Above. 代理商將是關于上述第二部分廣告商在美國的[獨家代理或非獨家代理]廣告機構。
4. Compensation賠償金
A. Agency shall receive an amount equal to Media Commission Rate of the gross charges levied by media for advertising placed therewith by Agency pursuant to this Agreement; and Non-Media Commission Rate after volume discount, of the charges of suppliers of services or properties, such as finished art, comprehensive layouts, type composition, photos, engravings, printing, radio and television programs, talent, literary, dramatic and musical works, records and exhibits, purchased by Agency on Advertiser’s authorization during the term of this Agreement; provided that:
代理商將根據此協議獲得等同于[媒體傭金費率]的由代理商投放廣告媒體所征收的總費用；并且在總量折扣之后獲得等同于[非媒體傭金費率]的供應商的服務或財產的費用，如藝術品，總體設計，字體組合，直接影印本，版畫，印刷，廣播和電視節目，人才，文學作品，戲劇和音樂作品，唱片和展覽，由代理商根據廣告商的授權在此協議期限內購買；只要：
英文合同13
出讓方：戴黛 （以下簡稱“甲方”）
The seller: DAY FREJA ANTIGONE FELICIA M D(hereinafter called Party A)
受讓方：（以下簡稱“乙方”）
The buyer: (hereinafter called Party B)
居間方：上海志遠房地產經紀有限公司 （以下簡稱“丙方”）
The Agent：SHANGHAI ZEAL REALTY CONSULTANT CO.,LTD. (hereinafter called Party C)
在丙方的居間作用下，經友好協商，甲、乙雙方達成如下一致：
Under brokerage by Party C ,both Party A and Party B enter into the following agreement through friendly negotiation:
1、甲方在此陳述其系 上海市南京西路1173弄5號31室（該房屋的所有權及其所占土地的所有權，以下合稱“該房地產”）的合法產權人。甲方已取得的該房地產之《上海市房地產權證》號碼為：靜2005002083 _；該房地產之建筑面積為 125.3 平米。現甲方有意將該房地產轉讓給乙方，乙方亦愿意向甲方購買該房地產。 Party A confirms that she is the legal owner of the property which located at 31 , Block 5_ ,Lane 1173_, West of Nanjing RD, Jing’an _ District, Shanghai. Party A is in The property has an gross floor area of _125.3 _square metres. Now Party A intends to sell the property to Party B, and Party B is interested in buying the property.
2、甲，乙雙方約定該房地產實際成交價格為人民幣 柒佰貳拾萬元整（RMB 7,200,000.00 元_）。由乙方按本協議規定的支付方式支付甲方。
The agreed price of the property is RMB 7,200,000.00 Party B shall pay the sum to Party A according to the terms of this agreement.
3、乙方在此確認其于簽訂本協議前已對該房地產進行了初步驗看。雙方在此同意甲方將該房地產按現狀交付乙方即可，但是甲方必須保證該房地產內的管道，線路暢通，包括該房地產設備的`完好可正常使用。在該房地產交付前，上述設備如有故障，甲方應負責任修繕并支付相關費用。
Party B confirmed that she has examined the property before signing this agreement. Both parties agree that Party A shall deliver it to Party B in current conditions . Party A shall ensure that the ducting and wiring of the property, and all the related fixtures and equipment are in good working order. If any is found to be defective, Party A shall make amend before delivery of property and bear the necessary costs.
4、雙方同意本次交易之具體交易程序如下：
The procedure of the transaction for the property is as follows: possession of Shanghai Certificate of Real Estate Ownership, number: 2005002083
A．雙方同意本協議項下的定金數額為人民幣 壹拾萬元整（RMB 100,000.00 元_）。乙方應于簽訂本協議的當日支付（或補足至）定金計人民幣壹拾萬元整（RMB100,000.00元_）。 Both parties agree that the total amount of the deposit is RMB 100,000.00 ; Party B shall pay the deposit of the amount RMB 100,000.00_ on day of signing this agreement.
甲方賬號如下：
Party A’S bank accout as below:
開戶行：
Bank:
戶名：
Name:
賬號：
Account:
B．甲，乙雙方約定于 20xx 年 3 月 16 日前簽訂《上海市房地產買賣合同》（以下簡稱“該買賣合同”）并申
請辦理公證手續，乙方應于簽訂該買賣合同當日支付甲方首期房價款計人民幣貳佰零陸萬元整 （RMB_ 2,060,000.00 元_）。(包含定金)
Both parties shall sign and notorise the Shanghai Real Estate Sale & Purchase Contract contract (hereafter called the Contract) before 16/3/20xx_. Party B shall pay the first Payment of the amount RMB 2,060,000.00_on the day of signing the Contract(inclusive of the deposit).
甲方賬號如下：
Party A’S bank accout as below:
開戶行：
Bank:
戶名：
Name:
賬號：
Account:
C. 雙方在此確認：本協議下乙方應支付給甲方的第二期房價款計 元_）可以由乙方通過向銀行申請購房抵押貸款的形勢支付，乙方應于支付首期房價款后的 40 _個工作日內，完成貸款審批手續，若銀行貸款審批額度不足，乙方應于辦理產權過戶手續當日補足。 Party B may pay the second payment of the amount RMB_ 5,040,000.00 _in the way of mortgage Loan. Party B shall complete the mortgage application procedure within 40 _ working days after first payment. If the amount of mortgage approved by the bank is less than the second payment, Party
B shall top up the difference when the title is transferred.
D．甲方應于 / 年 / 月 / 日前完成提前還貸及抵押登記注銷手續。
Party A shall repay all outstanding mortgage and cancel the current mortgage registration before/
E. 待完成上述款項所述事項后的 5_日內，甲乙雙方應前往房地產交易中心申請辦理交易之產權過戶，抵押登記手續，并繳納相關稅費。
Both Parties shall go to the Property Exchange Center to apply for the transfer of title and registration of mortgage within 5_ days after the aforesaid has been done ,and pay the prescribed tax and fees.
F．待過戶當日，甲方安排把所有住戶搬離此物業并遷出所有戶口（若有），然后與乙方辦理交房手續，同時乙方支付甲方房價尾款計人民幣壹拾萬元整整_（RMB100,000.00）。
Party A shall vacate all tenants and remove all the residence registration on the day of transfer
of title, and then deliver the property to Party B. Party B shall pay the last payment with the amount RMB 100,000.00 to Party A.
5、待雙方簽定本協議第4條第B款所述之《上海市房地產買賣合同》生效后，本協議自行終止，甲，乙雙方應按買賣合同所列條款履行。
When the Contract takes effect, this agreement is terminated immediately. Both parties shall observe the Contract.
6、甲、乙雙方同意，涉及本交易的各項稅費由甲、乙雙方按國家政策、法規的規定承擔。甲、乙雙方同意本協議第4條第B款所述之《上海市房地產買賣合同》公證出來后3個工作日內甲乙雙方應前往該房屋所在房地產交易中心申請繳納稅費。
Both parties agree that they shall bear the fees and taxes according to the laws. Both parties shall observe the Contract that they go to the Property Exchange Center and pay the fees and taxes within 3 workdays after the Contract be notarized .
7、雙方約定，本協議履行過程中，若因國家政策未獲批準導致乙方無法購買該房地產的，雙方同意解除本協議互不承擔違約責任。甲方應在收到本協議終止后的_ 5 個工作日內退還乙方已支付的房款（含定金）。
If it is due to government actions which cause Party B not be able to purchase the property, both Parties agree to terminate this agreement without any breach by any party. In such an event Party
A shall return any amount paid by Party B within _5_ working days after the agreement is terminated.
8、在本協議履行的過程中，若因甲方原因導致本協議無法履行，甲方應雙倍返還定金；若因乙方原因導致本協議無法履行，乙方已支付的定金由甲方沒收。
During the course of this agreement, if Party A breaches the agreement, Party A shall return the deposit in double; if Party B breaches the agreement, the deposit paid by Party B shall be forfeited.
9、簽訂本協議后，甲、乙雙方任何一方或雙方未能履行本協議，導致雙方的買賣合同無法簽署的，違約方應向丙方支付違約金，違約金數額為本協議第2條所述房價款的2%。
After signing this agreement, if either Party A or Party B or both paties fail to carry out this agreement, leading to the Shanghai Real Estate Sale & Purchase Contract not able to be signed, the party in breach of the agreement shall pay the penalty to Party C. The penalty is 2% of the actual price as contained in Article 2 of this agreement.
10、本協議用中文和英文寫成，兩種文字具有同等效力。上述兩種文字如有不符，以中文本為準。
This agreement is written in Chinese and English, both versions should be equally valid. If there are differences between the two versions, the Chinese version shall prevail.
11、本協議一經甲、乙雙方或其各自合法授權代表簽字立即生效，本協議一式三份，甲、乙雙方各執壹份，中介方執壹份。
This agreement is signed in three duplicates, all of which are of the same legal effect. Each party shall hold on to one duplicate .
出賣方（甲方） 買受方（乙方）
The Seller(Party A)：The Buyer(Party B)：
護照號碼/身份證號碼：護照號碼/身份證號碼：
Passport/ID No： Passport/ID No：
國籍：國籍：
Nationality： Nationality：
居間方：上海志遠房地產經紀有限公司 （以下簡稱“丙方”）
The Agent：SHANGHAI ZEAL REALTY CONSULTANT CO.,LTD. (hereinafter called Party C) 地址：上海市長樂路1219號長鑫大廈12樓（200031）
Address:12F, 1219 Chang Le Road, Changxin Tower, Shanghai (200031)
英文合同14
Contract No.: ________________________.
Date of Signature: ____________________.
Place of Signature: ____________________.
This Contract is made and entered into through friendly negotiation by and between China ____________________ (hereinafter referred to as “Client”), as one party, and____________________ (hereinafter referred to as “Consultant”), as the other party, concerning the technical consultancy service of__________, under the following terms and conditions:
Article 1 Contents of Technical Consultancy Service
1.1 Whereas Client desires to obtain the technical consultancy service from Consultant and Consultant has agreed to perform such services.
1.2 The Scope of Technical Services is defined in Appendix 1.
1.3 The Time Schedule for the Services is shown in Appendix 2.
1.4 The Manning Schedule is described in Appendix 3.
1.5 Consultant shall complete the Services within __________months from the Effective Date of this Contract and furnish the final technical service report, including drawings, designing documents, all kinds of standards and photos, within ____ months. Consultant shall keep aware, free of charge, Client of the latest development of similar projects and any progress made in order to improve the designing of the project.
Article 2 Both Parties' Responsibility and Liability
2.1 Client shall furnish to Consultant the pertinent data, technical service reports, maps and information available to him and shall give Consultant the reasonable assistance necessary for carrying out of his duties. Particularly Client shall nominate a general representative who shall be available at reasonable time.
2.2 Client shall assist Consultant with the responsible authorities for obtaining visas, work permits, and other documents required by Consultant to enter the country and to have access to the Site of the Project. The above expenses shall be borne by Consultant.
2.3 Consultant shall furnish a sufficient number of competent personnel to perform its obligation hereunder, in addition to those personnel specifically listed in Appendix 3. All personnel employed by Consultant in carrying out the work shall be exclusively Consultant's responsibility, and Consultant shall hold Client harmless from any claims of any kind by Consultant's personnel arising out of any acts by Consultant or its personnel in connection with the work performed hereunder.
2.4 Consultant shall provide Client with all the technical service reports and relevant documentation within the Scope of Technical Services and within the Time Schedule for the Services.
2.5 Consultant shall assist Client‘s personnel in his country in obtaining visas and in arranging lodgings. Hotel and boarding expenses shall be borne by Client. Consultant shall supply Client’s personnel with office space and necessary facilities as well as transportation.
2.6 Consultant shall be responsible for and shall indemnify Client and his employee in respect of injury to person or damage to property occurring in connection with the services, to the extent that such damage or injury directly results from negligence of Consultant's personnel while engaged in activities under this Contract. Consultant shall be liable only to the work under this Contract.
2.7 Any and all liability of Consultant with respect to this Contract shall be limited to the Total Contract Price received by Consultant for his profession services and shall terminate upon expiration of the warranty period set forth in Article 7.3.
Article 3 Price and Payment
3.1 The total contract price is__________(say __________________only) in ________(currency). The breakdown prices of the above mentioned total contract price are as follows:
Contract Price for Item 1: ______(say ____________only) in________ (currency);
Contract Price for Item 2: ______(say ____________only) in________ (currency);
Contract Price for Item 3: ______(say ____________only) in________ (currency);
Contract Price for Item 4: ______(say ____________only) in________ (currency).
3.2 The total contract price shall include all the service and technology provided by Consultant. The total contract price shall be firm and fixed and shall not fluctuate with any inflation. The total contract price shall include all charges and expenses incurred by Consultant in performing his obligations both in his own country and in the People's Republic of China and includes the expenses incurred in sending the Technical Documentation to Client's office by all kinds of forms.
In the event of Force Majeure as defined in the Contract, the total contract price shall be readjusted through friendly negotiations between the parties. If Client requires services not contemplated in the Scope of Services, the parties shall friendly discuss an amendment to the total contract price. Any such amendment shall be in writing countersigned by both parties. This document shall then form integral part of the Contract.
3.3 All payments to be made by Client to Consultant under the present Contract shall be made by telegraphic transfer. In case of any payment by Client, the payment shall be effected through __________ in China to _________ for the account of Consultant.
In consideration for the services provided by Consultant hereunder, Client shall effect the payment to Consultant in accordance with the following manner and percentage:
3.3.1 _______ percent (________ %) of the total contract price, i.e._____________ (Say: ________ only), shall be paid by Client to Consultant within ________ (____) days after the client has received the following documents provided by Consultant and found them in order.
A. One (1) original and two (2) duplicate copies of Consultant's government approval, or a written statement of the competent authorities or relevant agency of Consultant's country certifying that such document is not required;
B. One (1) original and one (1) duplicate copy of Irrevocable Letter of Guarantee for advance payment issued by Consultant's Bank in favor of Client covering_______(Say:________ only), specimen of which is as per Appendix 4;
C. Five (5) copies of profoma invoice covering the total contract price;
D. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
E. Two (2) copies of sight draft.
The said shall be delivered by Consultant not later than ____days after the effective date of the ________present Contract.
3.3.2 ________percent (____%) of the Contract price for Item 1, i.e._________ (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Client has received the following documents provided by Consultant and found them in order.
A. Ten (10) copies of technical service report on Item 1;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
3.3.3 ________ percent (____%) of the Contract price for Item 2, i.e. ___________ (Say: ____________ only) shall be paid by Client to Consultant within ________ (___) days after Client has received the following documents provided by Consultant and found them in order.
A. Ten (10) copies of technical service report on Item 2;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
3.3.4 ________percent (____%) of the Contract price for Item 3, i.e._________ (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Client has received the following documents provided by Consultant and found them in order.
A. Ten (10) copies of technical service report on Item 3;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
3.3.5 ________percent (____%) of the Contract price for Item 4, i.e._________ (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Client has received the following documents provided by Consultant and found them in order.
A. Ten (10) copies of technical service report on Item 4;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
3.3.6 ________percent (____%) of the Total Contract price, i.e._________ (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Client has received the following documents provided by Consultant and found them in order.
A. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
B. Two (2) copies of sight draft.
3.4 In case Consultant is liable for paying to Client the penalty under the Contract, Client shall have the right to deduct it from any said payment.
3.5 The banking charges of both parties incurred in China for the execution of the Contract shall be borne by Client and those incurred outside China shall be borne by Consultant.
Article 4 Delivery Schedule
4.1 The deadline for the arrival of the Technical service reports CIF _____ is:
A. Technical service report on Item 1: _________months after effectiveness of the Contract;
B. Technical service report on Item 2: _________months after effectiveness of the Contract;
C. Technical service report on Item 3: _________months after effectiveness of the Contract; and
D. Technical service report on Item 4: ________months after effectiveness of the Contract.
4.2 Consultant shall inform Client by fax when the Technical service reports are airmailed to Client indicating the date and number of airway bill. Client shall inform Consultant when the Technical service reports have been received.
4.3 Should any document be missing or damaged during the transport, Consultant shall be notified accordingly and within two (2) weeks the missing or damaged document shall be replaced by Consultant free of charge.
Article 5 Confidentiality
5.1 All data assembled, developed, compiled, reproduced, studied, and prepared in connection with the work done hereunder and furnished to Consultant by Client shall be considered confidential and shall not be divulged to any person, firm or corporation other than Client or its designated representatives. This Clause shall remain binding on Consultant notwithstanding the termination of the Contract for any reason.
5.2 Within the validity period of Contract, both parties shall take proper measures to keep the materials or information strictly confidential. The other party shall not disclose or divulge to any third party without prior written consent of one party.
5.3 Either party shall be obliged to keep confidential any secret information of the other party, which either party and its personnel may obtain or be accessible to in the course of the performance of Contract. Either party shall not make use of or disclose such secret information obtained from the other party without prior written permission issued by the other party.
Article 6 Taxes and Duties
6.1 All taxes and duties in connection with and in the execution of Contract levied by the Chinese government on Client in accordance with the tax laws of PRC shall be borne by Client.
6.2 All taxes and duties levied by the Chinese government on Consultant, in connection with and in the execution of Contract, according to Chinese tax laws and the agreement between the government of PRC and the government of Consultant's country for the reciprocal avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income shall be borne by Consultant.
Client is legally obliged to withhold, as a withholding agent, the amount of taxes pro rata each taxable payment under Contract and pay them to the relevant Chinese tax authorities. After receiving the tax receipts issued by the relevant Chinese tax authorities for the aforesaid withholding taxes, Client shall forward them to Consultant without undue delay.
6.3 All taxes and duties arising outside PRC in connection with and in the execution of Contract shall be borne by Consultant.
Article 7 Warranty
7.1 Consultant warrants that he has the experience and capability to efficiently and expeditiously perform the services in a satisfactory manner and that the services performed by him under this Contract shall be performed by competent personnel in accordance with accepted standards.
7.2 In the event of a failure of Consultant to provide Client with satisfactory services within the scope of work described in Appendix 1 at any time for any reason within the control of the Consultant, Client may notify Consultant of such dissatisfaction. Consultant shall be afforded a period of _____ days to correct or remedy the matter. Should Consultant within the time afforded by Client fail to correct or remedy the matter to the satisfaction of Client, all charges shall cease forthwith until such time as Consultant is able to provide satisfactory services in accordance with the Scope of work described in Appendix 1.
7.3 The Consultant‘s guarantee liability shall expire _____ months after its consultancy service is finally inspected and accepted by Client, or after final payment is made.
Article 8 Ownership of Technical Service Reports
8.1 Final version of the technical service report submitted to Client and all relevant data such as maps, plans and supporting material compiled in performing the Scope of Services, shall be the property of Client. Such materials shall be sorted and indexed by Consultant prior to transmission to Client.
8.2 Consultant shall be permitted to retain copies thereof, provided however that such materials, including the material furnished by Client as stated in Article 5 of this Contract, shall not be used by Consultant for purposes not related with this Project without the prior written approval of Client.
Article 9 Assignment
9.1 Neither Client nor Consultant shall assign or sublet their rights or obligations hereunder without the prior written consent of the other party.
Article 10 Termination
10.1 If, due to the responsibility of Consultant, the technical service reports have not been delivered at dates according to the delivery schedules as stipulated in Article 4 of the Contract, Consultant shall be obliged to pay to Client penalty for such delay in delivery at the following rates:
A. ______ percent (____%) of the total contract price per week for the first four weeks;
B. _____ percent (____%) of the total contract price per week from the fifth week to the eighth week;
C. ______ percent (____%) of the total contract price per week from the ninth week of delay.
Odd days less than one (1) week shall be counted as one (1) week for calculating the liquidated damage.
10.2 The total liquidated damage for late delivery shall not exceed ______ percent (____%) of the total contract price. Payment of the liquidated damage for late delivery shall not release consultant from its obligation to deliver technical service reports.
10.3 Client may, without prejudice to any other remedy for Consultant's following breach of Contract, terminate Contract in whole or in part by a written notice of default send to Consultant, if Consultant
A. Fails to deliver any or all of technical service reports within______(____) days after the scheduled delivery date as specified in Article 4; or
B. Fails to make the technical service reports meet the minimum level of Acceptance Standards as specified in Appendix 1.
Consultant shall refund to Client all the payments effected by Client to Consultant plus an interest at the rate of______ percent (____%) per annum in case of such a termination.
10.4 Either party may, without prejudice to any other remedy, terminate Contract in whole or in part by a written notice send to the other party, if the other party.
A. Fails to perform its confidentiality obligation under Contract; or
B. Fails to perform any other obligations under Contract except minor parts thereof, and does not remedy for its failure within a period of______ (____) days upon receipt of the written notice or a period agreed upon between the parties;
C. Becomes bankrupt or insolvent; or
D. Affected by any event of Force Majeure for more than ______ days.
Article 11 Force Majeure
11.1 Should either party be prevented from performing any of its obligations under Contract due to event of Force Majeure, such as war, serious fire, typhoon, earthquake, flood and any other events which could not be expected, avoided and overcome, the affected party shall notify the other party of its occurrence by fax and send by registered airmail a certificate issued by the competent authorities or agency within fourteen (14) days following its occurrence.
11.2 The affected party shall not be liable for any delay or failure in performing any or all of its obligations due to the event of Force Majeure. However, the affected party shall inform the other party by fax the termination or elimination of the event of Force Majeure without delay.
11.3 Both parties shall proceed with their obligations immediately after the cease of the event of Force Majeure or removal of the effects. The validity period of Contract and/or the scheduled period for relative execution of Contract shall be extended correspondingly.
Article 12 Arbitration
12.1 Any dispute arising from or in connection with this Contract shall be submitted to China International Economic and Trade Arbitration Commission,Shenzhen Sub-commission for arbitration 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 and the applicable law is the material law of P.R.C.
12.2 Notwithstanding any reference to arbitration, both Parties shall continue to perform their respective obligations under the Contract unless otherwise agreed.
Article 13 Language and Standards
13.1 Correspondence except this Contract between Client and Consultant, data and documents made available by Client to Consultant and the technical service reports and drawings prepared by Consultant shall be in the English language.
13.2 Measures shall be written in the metric system.
Article 14 Governing Law
14.1 The construction, validity, and performance of this Contract shall be governed by the laws of the People's Republic of China.
Article 15 Effectiveness of the Contract and Miscellaneous
15.1 Both parties shall make effort to obtain the approval from the respective authorities, if necessary, within thirty (30) days after Contract is signed by the authorized representatives of the two parties. Either Party shall notify in writing the other party of the approval date. The later date of approval shall be taken as the Date of Effectiveness of Contract.
15.2 Contract shall be valid and remain in force for_______(____) years from the Date of Effectiveness.
15.3 The outstanding credit and debt between the parties under Contract shall not be affected upon the termination or expiration of Contract.
15.4 Appendices hereof shall be integral parts of Contract and have the same legal force as the text of Contract itself. The text of Contract shall prevail in case of any discrepancies between the text of Contract and Appendices.
15.5 All amendments, supplements, subtractions, or alterations to Contract shall be made in written form and become valid upon the signature of the authorized representatives of both parties. The valid amendments, supplements, subtractions, or alterations shall from an integral part of Contract and shall have the same legal force as the text of Contract.
15.6 All communications between the parties shall be in English in written form during implementation of Contract. Faxes concerning important matters shall be confirmed timely by registered or express mails.
15.7 The Contract is made in two counterparts each in Chinese and English, each of which shall deemed equally authentic. The Contract is in four (4) originals, two (2) for the Buyer and two (2) for the Seller.
Client: ________________________________________________.
Address: ______________________________________________.
Post Code: ____________________________________________.
Telephone: ________________. Fax: _________________.
E-mail: _______________________________________________.
Authorized Representative signature: ____________________.
Signing Date: __________________________________________.
Consultant: ____________________________________________.
Address: ______________________________________________.
Post Code :____________________________________________.
Telephone: ________________. Fax: _________________.
E-mail: _______________________________________________.
Authorized Representative signature: ___________________.
Signing Date: __________________________________________.
英文合同15
產 品 購 銷 合 同
甲 方（買方） ：
(PURCHASE CONTRACT)
Buyer
:
乙 方（賣方） :Supplier
買賣雙方同意成交下列產品，訂立條款如下：The undersigned Seller and Buyer agree following transaction, terms and conditions are specified as below:
第一條 定購產品： Art.1 Ordered products:
:
第二條 質量要求及技術標準：
Art. 2 Quality requirements and technical specifications:
2.1按照本合同第一條約定的規格生產產品，質量標準按照生產廠商技術標準。
2.1 In accordance with prescribed products description of Art.1, the quality standard is based on manufacturer’s technical standard.
第三條 發貨時間和發貨方式：
Art. 3 Delivery time and terms of shipment:
3.1 發貨時間：
3.1 Lead Time: 3.2 發貨方式: 3.2 Terms of shipment:
第四條 付款方式：
Art. 4 Terms of payment:
第五條 收貨和驗收條款：
Art. 5 Goods reception and acceptance:
5.1 驗收標準：按照本合同第二條約定的質量要求及技術標準。
5.1 Acceptance criteria: according to the Art. 2 Quality requirements and technical specifications of the present
contract
第六條 違約責任：
Art. 6 Liability for breach of contract:
6.1 甲方延期付款的，乙方交付產品的時間可相應順延，甲方按照延期支付金額的/日向乙方支付滯納金，直至款項付清之日。甲方延期支付超過三十日的，乙方有權選擇解除合同，甲方按照合同滯納金標準向乙方支付違約金（支付至乙方提出解除日），向乙方返還產品，甲方已經支付的'款項作為賠償，如不足以彌補乙方的損失的，由甲方另行賠償。
6.1 Should Party A postpone payment, Party B has right to delay shipment date; Party A should consequently pay late fees of 0.5% per day of the contract amount to party B till date of full payment. Should party A defers payment over 30 days, party B may dissolve the contract and Party A, according to above stipulated late fees rate, should pay Party B liquidated damages (until dissolution date released by party B) and Party A should return the goods to Party B. Actual amount paid by party A is considered as a compensation to Party B; party A should compensate the loss of party B additionally if above said compensation is not able to cover all the damage caused.
6.2 乙方按照本合同約定的時間、地點、質量要求和技術標準向甲方提供定購產品，如延期交付的，按照未交付產品金額的 0.5% /日向甲方支付滯納金。因乙方延期到貨給甲方造成的損失由乙方賠償。（因甲方未按期支付價款導致延期交貨的除外）
6-2 Party B should provide ordered goods to party A based on lead time, place, quality requirements and technical specifications stipulated on the present contract. Late fees, charged to party B, of 0.5% per day will be applied on values of goods overdue. Compensation of loss & damage caused by late delivery should be charged
to party B. (except late shipment due to overdue payment by party A)
6.3 甲方未按合同約定收貨或無正當理由提出異議拒絕收貨的，乙方將產品運輸至交貨地點之日視為甲方收到貨物和驗收合格的時間，由此造成的損失由甲方負責。
6.3 Should party A fails to receive goods or refuse receiving goods delivered without justified or valid reason, the day when goods shipped to stipulated location will be considered as the day of reception and acceptance, party A is responsible for loss & damage caused.
第七條 不可抗力： Art. 7 The force majeure:
戰爭、動亂、瘟疫、地震、臺風、洪水、物體墜落或其他非合同雙方責任造成的爆炸、火災、意外事故和自然災害。 任何一方由于不可抗力原因不能履行合同時，應在不可抗力事件發生后3日內通知對方，盡力減少損失。不可抗力造成的損失，由雙方自行承擔。
Definition: war, uest, plague, earthquake, typhoon, flood, falling objects or any other explosion, fire, accidents and natural disasters which are excluded by both parties’ responsibilities of the present contract. Should one party is unable to fulfill the contract due to the force majeure, the party concerned should inform the other party in 3 days from the date of the event and should try all means to reduce loss caused. The damage caused by the force majeure should be born by each party’s own risk.
第八條 爭議解決： Art. 8 Dispute resolutions:
雙方發生爭議的，應協商解決，協商不成的，由非第一和第二方所在地有管轄權的人民法院 裁決。 All eventual disputes should be settled through friendly negotiation. If consultation fails, arbitration should be settled by a jurisdiction court located in a country other than both parties’ ones.
第九條 其他： Article 9 Miscellanea:
9.1 雙方應對合同履行過程中的技術信息和商業秘密承擔保密責任，如因任何一方未盡此義務導致他方經濟損失，應予賠償。
9.1 Both parties are responsible to maintain confidentiality regarding all technical and commercial information. Economic losses caused by lack of fulfillment of the duty should be compensated by the party concerned. 9.2 本合同未盡事宜或合同變更，經雙方協商一致后簽訂補充合同，效力與本合同一致。
9.2 Any modification or complementary clauses to the present contract should be negotiated and amended
which will have the same valid effect as the present contract.
9.3本合同一式二份，雙方各執一份，經雙方簽字后即生效，傳真件亦適用。
9.3 This present contract is in duplicate, one original for each party; effective once signed by both parties. Fax
copy is also valid and applicable.
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