This contract is made by and between the Buyer and the Seller;
whereby the Buyer agrees to buy and the Seller agrees to sell
the under mentioned commodity according to the terms and
conditions stipulated below:
1
ITEM
COMMODITIES, SPECIFICATIONS
UNIT
QUAN.
UNIT PRICE
TOTAL AMOUNT
1
Please refer to Appendix 1
2
Please refer to Appendix 2
3
Please refer to Appendix 3
4
Please refer to Appendix 4
5
6
Please refer to Appendix 5
,CHINA
TOTAL VALUE: UNITED STATES DOLLAR ONLY.
2
COUNTRY OF ORIGIN AND MANUFACTURERS:
3
PACKING: NATIONAL OILWELL STANDARD PACKING.
To be packed in new strong wooden case(s) or in carton(s),
suitable for long distance ocean/parcel post/air freight
transportation and to change of climate, well protected against
rough handling, moisture, rain, corrosion, shocks and anti
frozen.
The Seller shall be liable for any damage and loss of the
commodity and expenses incurred on account of improper packing
and for any rust attributable to inadequate or improper
protective measures taken by the Seller in regard to the
packing.
One full set service and operation instructions concerned shall
be enclosed in the case(s).
SHIPPING MARK: The Seller shall mark on the four adjacent sides
of each package with fadeless painting the package number, gross
weight, net weight, measurement, Contract No., port of
destination and the wordings: "KEEP AWAY FROM MOISTURE", "HANDLE
WITH CARE", "THIS SIDE UP", the lifting position, gravity center
and the shipping
mark:
4
SHIPPING MARK: The Seller shall mark on the four adjacent sides
of each package with fadeless painting the package number, gross
weight, net weight, measurement, Contract No., port of
destination and the wordings: "KEEP AWAY FROM MOISTURE", "HANDLE
WITH CARE", "THIS SIDE UP", the lifting postion, gravity vcenter
and the shipping mark:
5
TIME OF SHIPMENT:
6
PORT OF SHIPMENT:
7
PORT OF DESTINATION:
8
INSURANCE:Under CIF terms, insurance shall be effected by the
Seller with the Buyer as the beneficiary for 110% of invoice
value of the goods shipped against all risks.
9
PAYMENT:
(A)
Under Letter of Credit: The Buyer, upon the
signing of this contract, receipt
from the Seller of the delivery advice specified in Clause 12
(1) hereof, shall,
45 days prior to the date of
delivery, open an irrevocable letter of credit with a qualified
HONGKONG bank in favour of the Seller, for the total value of
shipment. The credit shall be available against Seller's draft(s)
drawn at sight on the opening bank for 100% invoice value
accompanied by the shipping documents specified in Clause 10
hereof. Payment shall be effected by the opening bank (by
telegraphic transfer or airmail transfer) against presentation
to them of the aforesaid draft(s) and documents. The Letter of
Credit shall be valid until the 31st day after the shipment is
effect. But in any cases, the L/C
should be received and accepted by the seller 45 days before
delivery date. Otherwise the delivery will be postponed
accordingly and the seller will not be liable for any and all
the losses due to the delay.
(B)
All the banking charges incurred in HONGKONG shall be borne by
the Buyer while all the banking charges incurred outside
HONGKONG shall be borne by the Seller.
10
DOCUMENTS:
-1
Bill of Lading / Airway Bill
a)
In case of sea‑freight:
Three original clean on board ocean bills of lading marked
"Freight to Collect (FOB)"/"Freight Prepaid (CIF and CFR)",
Contract No. and shipping mark made out to order and blank
endorsed.
-2
Invoice signed in 5 originals indicating Contract No. and
shipping mark (In case of more than one shipping mark, the
invoice shall be issued separately), made out in details as per
the relative
contract.
-3
Packing List in 2 originals and 2 copies issued by the
manufacturer with indication of shipping weight (gross and net
weight), number of package and date of corresponding invoice.
-4
Two copies of Certificate (s) of Quality and Quantity issued by
the manufacturer.
-5
One copy of fax to the Buyer advising particulars of shipment
immediately after shipment is made as per the stipulations of
Clause 12 (2). In addition, the Seller shall, within 7 days
after shipment, send by registered airmail one set of the
aforesaid documents, with the exception of Item (5), directly to
the Buyer.
-6
In case of CIF Terms:
Insurance Policy or Certificate in one original and two copies
covering 110% of invoice value against All RISKS.
-7
One copy of export license issued by the Government if
necessary.
-8
Certificate of Origin in one original and two copies.
-9
Certificate of fumigation/disinfection in one original and two
copies issued by authorities concerned if the goods shipped
from U.S.A. or JAPAN and packed with wooden cases.
-10
The number and contents of the document shall be complete and
correct. If the Buyer fails to pass the Customs and take over
the goods in time due to the Seller not having provided the
documents specified as above, all losses shall be borne by the
Seller. The Buyer's name with its complete address and telephone
number must be printed on Bill of Lading or Airway Bill,
otherwise the Seller shall be responsible for the losses arising
thereof.
11
SHIPMENT:
-1
In case of CFR /CIF Terms:
a)
The Seller shall ship the goods within the time of shipment from
the port of shipment to the port of destination. Transshipment
is not allowed. Whereas transshipment has happened, all the
expenses and costs occurred thereof shall be borne by the
Seller. On-deck shipment is not allowed. The contracted goods
shall not be carried by a vessel flying the flag of the country
which the Buyer can not accept. The age of vessel should not
exceed 15 years.
b)
In case the goods are to be dispatched by air‑freight/parcel
post, the Seller shall, 30 days before the time of delivery as
stipulated in Clause 5, inform the Buyer by fax of the contents
specified in Clause 12 (1). The Seller shall also, immediately
after dispatch of the goods, advise the Buyer according to the
stipulations of Clause 12 (2) for the Buyer to arrange insurance
and Customs clearance in time.
12
SHIPPING ADVICE:
-1
For the following purposes, the Seller shall,
45 days before
the date of shipment specified in Clause 5 of the Contract,
advise the Buyer by fax of the Contract No., commodity,
quantity, value, number of package, gross weight, measurement
and date of readiness at the port of shipment. And also advise
buyer by fax of invoice , packing list and bill of lading after
shipment. If any package of the weight is above 9 metric tons
and dimensions reach or exceed 12 meters in length, 2.7 meters
in width, 3 meters in height, the Seller shall advise the Buyer
of the weight and measurement of each package 50 days before
dispatch of the goods. The details of inflammable and dangerous
goods, if any, shall also be indicated:
a)
Under Letter of Credit specified in Clause 9 (A), to request the
opening of L/C.
b)
In case of FOB terms, for the Buyer to book shipping space.
c)
For the Buyer to make sure its inland transportation upon
receiving the above mentioned advice. If the weight and
dimensions of any package reach or exceed those described in
Item (1) of this Clause, the Buyer may request the Seller to
take measures to suit for the Buyer's inland transportation.
d)
If the Seller fails to fulfill the above mentioned stipulations,
all the losses shall be borne by the Seller.
-2
The Seller shall, immediately upon the completion of the loading
of the goods, advise by fax the Buyer of the Contract No.,
commodity, quantity, number of package, invoiced value, gross
weight, name of vessel, date of sailing and bill of lading
number (in case of sea freight) or air lines, flight number and
airway bill number (in case of air freight), and estimated date
of arrival etc.. The details of inflammable and dangerous goods,
if any, shall also be indicated. In case the Buyer fails to
arrange insurance and Customs clearance timely due to the Seller
not having informed in time, all losses shall be borne by the
Seller.
13
TECHNICAL DOCUMENTATION:
-1
Two complete sets of the following technical documentation
written in English shall be packed and dispatched together with
each consignment:
a)
Operation, maintenance and parts manuals; Erection instruction
book; Foundation drawings
b)
Manufacturing drawings of wearing parts with instructions;
Assembling drawings
c)
Wiring instructions, diagrams of electrical connections and/or
pneumatic hydraulic connections
d)
Circuit diagrams, block diagrams and printed circuit board
diagrams
e)
User¨s manual for software
f)
Quality Certificate as stipulated in Item (1) of Clause 15
-2
The Seller shall in addition send to the Buyer by airmail one
set of the technical documentation as stipulated in Item (1) of
this clause within ___1____ months after this contract is
signed.
14
GUARANTEE OF QUALITY:
The Seller guarantees that the commodity hereof is made of the
best materials with first class workmanship, brand new and
unused, and complies in all respects with the quality,
performance and specifications stipulated in this contract and
conforms to the technical manuals of the commodities contracted.
The guarantee period shall be 18 months counting from the date
on which the commodity arrives at the
port of destination
is shipped,
and or 12 months counting from the date on which the acceptance
test certificate has been signed by the representatives of both
parties.
15
INSPECTION:
-1
The manufacturer shall, before making delivery, make a precise
and comprehensive inspection of the goods as regards the
quality, specifications, performance and quantity/weight and
issue certificates as required in Clause 10 (4) certifying that
the goods are in conformity with the stipulations of this
Contract. The certificates shall form an integral part of the
documentation to be presented to the paying bank for negotiation
but shall not be considered as final in respect of quality,
specifications, performance and quantity/weight. Particulars and
results of the test carried out by the manufacturer must be
shown in a statement which has to be attached to the Quality
Certificate.
-2
After arrival of the goods at the plant site, the Buyer shall
apply to the China Import and Export Commodity Inspection Bureau
(hereinafter referred to as the Bureau) for a preliminary
inspection in respect of the quality, specifications and
quantity/weight of the goods and a Survey Report shall be issued
therefore. If discrepancies are found by the Bureau regarding
specifications or the quantity or both, except when the
responsibilities lie with insurance company or shipping company,
the Buyer shall, within
days after arrival of the goods at the plant site, have the
right to reject the goods or to claim against the Seller.
-3
Should the quality and specifications of the goods be not in
conformity with contract, or should the goods prove defective
within the guarantee period stipulated in Clause 14 for any
reason, including latent defect or the use of unsuitable
materials, the Buyer shall arrange for a survey to be carried
out by the Bureau, and have the right to claim against the
Seller on the strength of the Survey Report.
16
CLAIMS:
Within 90 days after the arrival of the goods at destination,
should the quality, specifications, or quantity be found not in
conformity with the stipulations of the contract except those
claims for which the insurance company or the owners of the
vessel are liable, the Buyer shall, on the strength of the
Inspection Certificate issued by the China Commodity Inspection
Bureau, have the right to claim for replacement with new goods,
or for compensation, and all the expenses (such as inspection
charges, freight for returning the goods and for sending the
replacement, insurance premium, storage and loading and
unloading charges, etc.) shall be borne by the Seller. As
regards quality, the Seller shall guarantee that if, within 18
months from the date of arrival of the goods at destination,
damages occur in the course of operation by reason of inferior
quality of bad material or bad workmanship, the Buyer shall
notify the Seller immediately in writing and put forward a claim
supported by Inspection Certificate issued by the China
Commodity Inspection Bureau.
The Certificate so issued shall be accepted as the base of a
claim. The Seller, in accordance with the Buyer's claim shall be
responsible for the immediate elimination of the defect (s),
complete or partial replacement of the commodity or shall
devaluate the commodity according to the state of defect (s).
Where necessary, the Buyer shall be at liberty to eliminate the
defect (s) himself at the Seller's expenses. If the Seller fails
to answer the Buyer within one month after receipt of the
aforesaid claim, the claim shall be regarded as having been
accepted by the Seller.
17
FORCE MAJEURE:
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 and earthquakes or other
events agreed upon by both parties, which might occur during the
process of manufacturing or in the course of loading or transit.
The Seller shall advise the Buyer immediately of the occurrence
mentioned above and within fourteen 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, is still under
the obligation to take all necessary measures to expedite the
delivery of the goods. In case the accident lasts for more than
10 weeks, the Buyer shall have the right to cancel the contract.
18
LATE DELIVERY AND PENALTY:
Should the Seller fail to make delivery on time as stipulated in
the contract, with exception of Force Majeure causes specified
in Clause 17 of this contract, the Buyer shall agree to postpone
the delivery on condition that the Seller agrees to pay a
penalty which shall be deducted by the paying bank from the
payment. 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
Seller fails to make delivery ten weeks later than the time of
shipment stipulated in the contract, the Buyer shall have the
right to cancel the contract and the Seller, in spite of the
cancellation, shall still pay the aforesaid penalty to the Buyer
without delay.
19
ARBITRATION:
All disputes in connection with this contract or the execution
thereof shall be settled friendly through negotiations. In case
no settlement can be reached, the case may then be submitted for
arbitration to China International Economic and Trade
Arbitration Commission in accordance with the arbitral rules
promulgated by the said Arbitration Commission. The arbitration
shall take place in Beijing and the decision of the Arbitration
Commission shall be final and binding upon both parties; neither
party shall seek recourse to a law court nor other authorities
to appeal for revision of the decision. Or the arbitration may
be settled in the third country mutually agreed upon by both
parties. Arbitration fee shall be borne by the losing party.
20
EFFECTIVENESS OF CONTRACT:
(Proposal A) This contract shall come into force from the date
of signature of this contract by both parties.
(Proposal B) The present contract is signed by
representatives of both parties. The Buyer and Seller shall
apply to their respective authorities for the ratification.
The later date of ratification either by the Seller or by the
Buyer shall be taken as the date of coming into force of the
contract. However, both parties shall make efforts to get the
ratification within 60 days.
Each party shall inform the other of such ratification by fax
and confirm by letter. In case the present contract can not be
ratified within 3 months from the date of signing the present
contract, either party has the right to cancel the contract.
21
TAXES AND DUTIES
a)
All taxes in connection with the execution of this contract
levied by the Chinese Government on the Buyer in accordance with
the tax laws in effect shall be borne by the Buyer.
b)
All taxes arising outside of China in connection with the
execution of this Contract shall be borne by the Seller.
c)
All taxes in connection with the execution of this contract
levied by the Chinese Government on the Seller in accordance
with the tax laws in effect shall be borne by the Seller.
22
SPECIAL PROVISIONS:
Unless otherwise stipulated in this contract, the terms and
conditions of this contract shall be interpreted in accordance
with INCOTERMS 1990 provided by International Chamber of
Commerce, International Chamber of Commerce Publication No. 460.
IN WITNESS THEREOF, this contract is signed by both parties in
two original copies; each party holds one copy.
The attachment(s) of this contract shall be an integral part of
the contract and have the same force as the contract.