合同(中英对照)contract

CONTRACT

合同

Contract No.:

合同编号

Date:

日期

The Buyers:

Chengdu Jinruida Trade Co., Ltd

Address: No.88 North Street Chengdu, China

买方:

The sellers:

卖方:

This Contract is made by and between the Buyer and the Seller, whereby the Buyer agree to buy and the Seller agree to sell the under - mentioned commodity according to the terms and conditions stipulated below: 买卖双方经一致协商，按照以下条款对以下货物进行买卖

1 1. Commodity, Specifications, Quantity and Price

1.商品名称，规格，数量，价格

2. Country of Origin and Manufacturer:

2.原产地，生厂商

3. Shipping mark:

3.唛头：卖方应以不褪色颜料在包装上注明目的港，包装数量，毛重，净重以及如如下：“此面朝上”“小

心轻放”“防潮”等字样。

The Seller shall mark on each package with fadeless paint port of destination, the package number, gross weight, net weight, measurement and the wordings: “THIS SIDE UP”, “HANDLE WITH CARE”, “KEEP AWAY FROM MOISTURE”, etc. and the shi pping mark.

4. Time of shipment:

4. 装货时间：合同签订及相关细节确认60天内

Within 60 days after signature of this Contract and clarification of all technical details.

5. Port of loading:

5. 装货港：

6. Port of Destination: Xingang Port, Tianjin, China.

6. 目的港：中国. 天津新港

7. Insurance:

7．保险：买方按合同金额的110%投保

To be covered by the Buyer for 110% of the contract value against all risks.

8. Terms of payment:

8. 付款条件：

8.1 按本合同11条规定，按照约定装船日期，买方收到货运单据后30天内付清70%货款（T/T）

8.1 The buyer should pay 70% T/T30 days before shipment date in favor of the Seller for full contract value at sight against presentation of the shipping documents mentioned in Clause 11.of this contract.

Letter of Credit please to be opened under the following address:

信用证地址：

9. Terms of shipment:

9. 装运条款：

Prices are EXW in accordance to INCOTERMS 2010.

INCOTERMS2010 出厂价

10. Shipping Advice:

10. 装运通知：

装货后72小时内，卖方应将以下信息通过传真告知买方：合同编号，货物名称，数量，发票金额，毛重，货船名称，装运日期，装运港，目的港，发票编号，提单编号等。

The Seller shall, within 72 hours upon the completion of the loading of the goods, advise by fax the Buyers of the Contract No., commodity, quantity, invoiced value, gross weight, vessel name and date of shipped on board, and, the port of loading, port of destination, invoice No., B/L No.

11. Shipping Documents:

11. 货运单据：

卖方应提供以下单据：

The Seller shall present the following documents:

（1）Signed Commercial Invoice in quadruplicate indicating contract number and L/C

No. and shipping mark.

（1）带有合同编号，提单编号以及唛头的签名商业发票，一式四份。

（2）Packing List / Weight memo in triplicate indicating quantity/gross and net weight

（2）含数量及每个包装的毛重、净重的包装清单（重量备忘），一式三份。

of each package and packing condition (as per attachment of this contract).

（3）Certificate of Quality and quantity issued by the Seller in triplicate.

（3）卖方出具的质量证明书，数量证明书，一式三份。

（4）Copy of fax to the Buyers advising particulars of shipment within 72 hours after

shipment effected.

（4）装船72小时内货运状况通知（传真）

（5 ）Certificate of non-wooden packing materials in duplicate or Fumigation

Certificate in one original and one copy.

（5）非木质包装证明，一式两份；或熏蒸证明，原件及复印件

（6）Certificate of Origin in duplicate.

（6）原产地证明，一式两份。

12. Packing:

12.包装：

出口标准，密封包装。确保适合长途海运，保质期6个月以内。内用塑料袋隔离包装，高分子材料，铝塑材质，金属板隔离。木质基座用铲车装卸。防潮，防尘，防震，防雨，防湿，能对抗恶劣气候。由不完全包装及不完全包装保护措施所导致的损失，一律由卖方负责。

To be packed in sealed standard export boxes with adhesive tape( suitable for long distance sea freight transportation for storage of max.6months, inside individually sealed by plastic bags and protected with polystyrene, and well protected against moisture, change of climate and shocks, airtight sealed by Aluminium-plastic bond film with desiccant inside, all connections closed by metal/plastic sheets resp. plugged for protection against rain and dust, wooden bar under base frame allowing pick-up of blower by forklift. The Sellers shall be liable for any damage to the goods on account of improper packing and for any damage attributable to inadequate or improper protective measures taken by the Sellers in regard to the packing.

13. Guarantee of quality:

13. 质量保证：

(1) The samples should be tested after the signature of the contract. The supplier should be liable for the testing fees () and make bank transfer to the authorized account according to the proforma invoice within 3-5 days when the contract is signed. The buyer pays for the 0% deposit when the inspection fees are paid by the supplier. The delay payment of upfront payment due to the inspection fees is not responsible by the buyer; 合同签订后，样品应送至相关机构进行质量检测。供应商根据买方形式发票在合同签订3-5天内付清检测费用到指定账户。买方收到检测费用之后付清%定金。由卖方延迟检测费用导致的货款延迟，买方不负任何责任。

（2）The Seller shall 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 specification in this contract. The guarantee period shall be 12 months after date of the buyer receive the goods. The quality of the goods should be inspected by the China Inspection Quarantine Bureau for entry and exit Commodity (CIQ) or China relative inspection agent.

卖方应确保以上货物在收货后12个月以内质量（工艺，品牌），规格与合同描述保持一致。货物应通过中国进口检验检疫总局或相关机构的检测。

14. Inspection and claims:

14. 检验与索赔条款：

货物到港90天内，若出现质量，数量，规格与合同不一致的状况，除保险公司或货运公司应承担的部分之外，买方有权向卖方要求退换货物，索求赔偿（如：相关检测费用）。保质期内由劣质原料，不合理工艺，劣质产品导致的损失，买方有权提出索赔。由中国检验检疫局出具的索赔声明是双方都应认可的索赔标准，卖方应予以执行。若收到卖方通知，买方应与卖方达成一致，竭力减少卖方损失；卖方一个月以内无任何答复，索赔条件自动生效。

Within 90 days after the arrival of the goods at destination, should the quality, specification, quantity be found not in conformity with the stipulation of the contract except those claims for which the insurance company or the owners of vessel are liable, the Buyer shall, on the strength of the inspection certificate issued by the China Inspection Quarantine Bureau for entry and exit Commodity (CIQ), have the right to claim for replacement with new goods, or for compensation and all the expenses (such as inspection charges etc.) shall be borne by the Seller. As regards quality, the Seller shall guarantee that if within the guarantee period, damages occur in the course of operation by reason of inferior quality, bad workmanship or the use of inferior materials, the Buyers shall immediately notify the Sellers in writing

and put forward a claim supported by inspection certificate issued by CIQ, the certificate so issued shall accepted as the basis of a claim. The Seller, in accordance with the Buyer’s claim shall be responsible for

the immediate elimina tion of the defect(s). Where necessary and only after receipt of Seller’s approval,

the Buyers shall be at liberty to eliminate the defect themselves at the Seller’s expenses and with the Seller’s consent. If the Sellers fail to answer the Buyer within one month after receipt of the aforesaid claim, the claim shall be reckon as having been accepted by the Seller.

15. Force majeure:

15. 不可抗力：

在生产及装运过程中由不可抗力导致的延迟装运或者无法交货，卖方不负任何责任。但卖方应在14天内将当地政府出具的事故证明通过航空邮件告知买方。此时卖方仍应采取措施加快发货事宜。事故持续10周以上，卖方有权取消合同。

The Seller shall not be held responsible for the delay in shipment or non-delivery of the goods due to

Force Majeure, which might occurred during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter the Sellers shall send by air mail to the Buyers 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 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 10 weeks, the

Buyers shall have the right to cancel the Contract.

16. Delayed Delivery and Penalty:

16.延迟发货及罚金：

除本合同15条提及的不可抗力影响之外，卖方未按照合同规定发货，应按照协议赔偿罚金。罚金不能超过合同总额的5%，并以当前货物数量金额的0.5% 每周递增。不足7天按7天计算。如10周后仍不能发货，买方有权取消合同且卖方仍然承担之前货物延迟发货的罚金。

Should the Seller fail to make delivery on time as stipulated in the contract, with exception of Force Majeure causes specified in Clause 15 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 contract. The rate of penalty is charged at 0.5 % per week calculated on the amount of the current delivery of the goods involved in the late delivery. For every seven days or days less than seven days should be counted

as seven days. In case the Sellers fail to 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.

17. Arbitration:

17. 诉讼：

与合同及合同相关的一切争议双方应通过协商解决。若双方不能达成共识，则提交瑞典斯德哥尔摩法院。双方应共同遵守法院判决。如无其他情况，诉讼费由败诉方承担。

All disputes in connection with this contract or the execution thereof shall be amicably settled through negotiation. In case no settlement can be reached between the two

parties, the case under dispute shall be submitted to the Court of Stockholm in Sweden. The decision made by the Arbitration Institute shall be accepted as final and binding upon both parties. The arbitration fee shall be borne by the losing party unless otherwise awarded.

18. Remarks: Forms integral part of the contract.

18.附注：合同的完整形式

本合同为四份英文原件。买卖双方各执两份。与合同及合同相关的一切争议皆以英文理解为最终解释。

This contract is made out in four originals in English. In case of any discrepancies the English version shall prevail. After signing of the contract, the buyer and the seller keep two originals respectively. This contract regarded English as the final interpretation.

THE BUYERS: THE SELLERS:

买方签字：卖方签字：