Purchase-Order
采购订单
PURCHASE ORDER
本订单合同由买方和卖方共同签署,双方同意按本合同各项条款,买方购买且卖方出售合同规定的货物并提供相应服务。
The Purchase Order is made by and between the Buyer and the Seller, whereby the Buyer agrees to buy and the Seller agrees to sell the Goods and provide services as covered and described hereunder.
SECTION 1 - 供货范围SCOPE OF SUPPLY:
You have discussed all technical requirements for this project and confirmed the compliance to the same.
SECTION 2- 付款及交货PAYMENTS AND DELIVERY TERMS:
(1) 付款方式TERMS OF PAYMENT
The Buyer shall pay valid invoices 60 days following the date of the invoice by
wire transfer to the Supplier’s nominated bank account.
买方应在发票开具日后的xx天内根据有效发票通过电汇方式支付至供货方指定的银
行账户。
(2) 交货期DELIVERY SCHEDULE
合同货物必须在xxxx年xx月xx日前交至买方指定的承运人处。允许分批运输，则
分批付款。
All goods of the PO shall be delivered completely to the Carrier nominated by the
Buyer no later than December 31, 2016. Partial delivery is allowed, and payment
will be followed.
(3) 交货事项DELIVERY POINT
SECTION 3- 文件REQUIRED DOCUMENTATION:
(1) 1套正本增值税专用发票，增值税专用发票的内容必须与报关单相一致。卖方必须在收到
买方发出的开票通知后XX天内将此正本增值税专用发票提交买方经办人。如果由于卖方不能及时提交增值税专用发票或出具的发票不符合要求，由此产生的损失由卖方承担，买方有权从货款中直接扣除。
One set of original Value Added Tax (VAT) Invoice(s) submitted by the Seller. The content of VAT Invoice(s) must be in accordance with the Customs Declaration. The Seller shall submit the VAT Invoices to the Buyer during seven (7) days after receiving the Buyer’s Notice about the Invoice issuing. All the losses arisen from late submission or incorrectness of the VAT Invoices shall be borne by the Seller. The Buyer has the right to deduct the correspondent losses directly from the payment under the Contract;
(2) 3份正本和3份副本装箱单(中英文对照)，装箱单要求详细注明订单号、件号、货物名称、
规格尺寸、毛重、净重、包装类型。
3 originals of Packing List and 3 copies in both Chinese and English language, issued
by the Manufacturer or the Seller with indication of PO No., package number, the name of Goods, specification, Package dimensions and weight (net and gross), List of Items with quantity and tag Number t, type of packing;
(3) 制造商签署的3份中英文对照的质量证书原件, 3份正本检验报告原件。
Three (3) original Quality Certificates and Test and Inspection Reports in both Chinese and English language issued by the Manufacturer;
(4) 1份由买方指定承运人签发的收货单原件。
One original and two copies of Cargo Receipt issued by the Buyer appointed Freight Forwarder;
以上文件的数量和内容必须完整和正确。如果由于卖方未提供上述文件造成买方不能及时报关、清关、退税和提货，全部损失由卖方负担。
The quantities and contents of the above mentioned documents shall be complete and correct. If the Buyer fails to apply to customs, pass the customs clearance, take over the Goods in time and fails in drawback due to the Seller’s not having provided the
documents specified as above, all losses should be borne by the Seller.
SECTION 4 –包装、运输PACKING, TAGGING & SHIPPING INSTRUCTIONS:
1. 合同规定的所有货物必须采用出口标准包装，并适合空运、海运及长距离和恶劣条件下的
苏丹境内内陆运输。卖方将对交货后由于货物包装不适当、应由卖方提供和实施的防护措施不充分或不适当而造成的任何货物损坏、缺失、腐蚀以及由此产生的所有费用负责。
The Goods shall be export packaged suitable for air transportation, ocean shipping and long and rough inland transport. The Seller shall bear any damage, loss and corrosion to the Goods after delivery due to improper packaging and inadequate or improper protective measures that shall be provided and taken by the Seller, and shall bear all the expenses incurred.
2. 外包装运输标识的印制应保证整洁、清晰、牢固和显著。
Package marking shall be printed, fastened or sticked in cleanness, fastness and markedness.
SECTION 5: 概述GENERAL TERMS & CONDITIONS OF PURCHASE
1、产品及价格说明PRODUCTS & PRICES ILLUMINATION
(1) 卖方所提供的货物必须按技术协议及买方文件及技术澄清的要求生产。
The goods provided by the Seller must accord with the Technical Agreement and technical clarifications, and shall be tallied with all specifications required in the Engineering Requisition and technical confirmation.
(2) 本订单中规定的货物价格是双方约定的固定价格，不受订单期限的延长和/或卖方完成现
场服务的影响。
The prices set forth herein are fixed and firm not subject to escalation for the duration of the PO and /or completion of the Seller's on-site services.
(3) 订单价格是综合报价，包括一切可能存在的为履行本订单而产生的材料、人力、制造、
检验、商检、包装、交货前运输及保险、资料图纸等文件费用以及代理费用；卖方所报价格应包含增值税和中国国家法律范围内要求的其他税款。
The PO Price shall be comprehensive and include all and any possible expenses in connection with materials, manpower, manufacture, test and inspection, Commodities Inspection, export packing, transportation and insurance before delivery, Drawing and documentation, and all and any agent fees for the Buyer to provide the Goods under the PO,. The Prices quoted by the Seller shall also include Value-added tax, and other taxes in accordance with the tax laws in effect in China.
(4) 卖方应保证本合同项下的货物为全新出厂、无质量缺陷并按照国际、行业标准及买方要
求生产。
The goods supplied against this order shall be new and free from defects in design, material and workmanship and shall comply with all applicable codes and mandatory regulations and meets the specifications and quality standards relating to the said goods
2、原产地国和制造商名称COUNTRY OF ORIGIN AND MANUFACTURER
原产地国(Country of Origin)：P.R.China
制造商(Manufacturer)：
3、内陆运输和保险INLAND TRANSPORT AND INSURANCE
卖方要确保本订单规定下的所有货物安全按时完好地交付买方指定的承运人。货交承运人之前因任何情况引起的货物损失由卖方承担。交货之前的内陆运输费和保险费用由卖方承担。
The Seller shall insure all the Goods under this PO to be delivered safely and completely to the Carrier nominated by the Buyer in due time with no damage and losses. The Seller shall bear at his own risk and expenses all damage and losses caused in any cases before delivery. The Seller shall bear the expenses of inland carriage and insurance before delivery.
4、质保期WARRANTY PERIOD
本订单产品质保期从货物生产之日起XX个月。
The Warranty Period for the Goods under the Order shall be 60 months from the date of production.
5、检验INSPECTION
(1) 卖方应在订单签订后XX工作日内向买方提交详细的生产计划、设计图纸报批。
The Seller shall propose within7 working days from date of PO, their detailed manufacturing schedule and Design drawings for approval.
(2) 不管买方在货物发运之前是否对货物进行检验，制造方在发货之前都应对货物的质量、
规格、性能和数量/重量等做一准确、全面的检验，证明该商品与订单条款相符。这些检验证明将形成议付支持文件不可分割的一部分，但不被认为是最终结果。
No matter the Buyer make inspection or not before the Good shipment, the Manufacturer shall, for the purpose of delivering the Goods, conduct a precise and comprehensive checking and inspection as regards the quality, specification, performance and quantity/weight etc. and issue certificates as required certifying that the Goods are in conformity with the stipulations of this PO. The checking and Inspection certificates shall form an integral part of supporting documentation required by payment, but shall not be considered as the final in respect of quality, specification, performance and quantity/weight.
(3) 如果货到买方施工现场因验收发现货物与订单规定不符或在质保期内因为任何原因被证
实有缺陷，包括潜在缺陷或使用了不合格的材料，买方将安排第三方进行检验，并有权向卖方索赔。
Should the quality and specifications of the Goods be found not in conformity with the PO on the Buyer’s jobsite, or should the Goods prove defective within the Warranty Period for any reason, including latent defects or the use of unsuitable materials, the Buyer shall arrange for a survey to be carried out by the third party inspectorate appointed by the Buyer, and have the right to claim against the Seller on the strength of the Survey Report.
6、索赔CLAIMS
在货物到达买方目的地后，如果发现有质量、规格或数量有与合同条款不符之处，买方将有权进行索赔，更换货物或索赔损失，所有的费用包括直接费用和间接费用(如检验费、运还和运回替换货物费用、保险费、仓储和装卸费用等)和由此引起的对工期负面影响的损失将由卖方承担。
After the arrival of the Goods at the Buyer’s destination, should the quality or specifications found not in conformity with the stipulations of the Contract, the Buyer shall have the right to claim for replacement with new Goods, or for compensation, and all the direct and indirect expenses (such as inspection charges, freight for returning the Goods and for sending the replacement, insurance premium, storage and loading and unloading charges, etc.), and all losses arisen from the negative effect on the Buyer’s Construction Schedule due to the inconformity with the Contract shall be borne by the Seller.
检验证明将作为索赔的基础。卖方对于买方的索赔，有责任迅速排除缺陷，全部或部分更换
商品或根据损坏的程度降价。如果有必要，将由卖方承担费用买方自行排除缺陷，如果卖方在收到前述索赔一个月内未能答复买方，索赔将被认为已被卖方接受。
The Inspection certificates so issued shall be accepted as the basis of a claim. The Seller, in accordance with the Buyer’s claim shall be responsible for the i mmediate elimination of the defect(s), replacing all or some defective goods or depreciating the prices according to the damage degree. Where necessary, the Buyer will eliminate the defects itself at the Seller’s expenses. Should the Seller make no reply to the Buyer within one month after receipt of the aforesaid claim, the claim shall be regarded as having been accepted by the Seller.
7、不可抗力FORCE MAJEURE
对于在生产过程或装船或转船过程中发生的不可抗力(如战争、严重火灾、水灾、台风和地震或其他由双方认可的事件)引起的延误船期或不能交货，卖方应不负任何责任，卖方将迅速通知买方上述发生的一切，事故发生之后的XX日之内快递一份由主管政府部门出具的事故证明书。在这种情况下，卖方仍然有责任采取必要的措施尽快运输货物。如果事故持续超过XX周，买方有权取消合同。
The Seller shall not be held responsible for the delay in shipment or non-delivery of the Goods due to Force Majeure 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 (14) days thereafter, the Seller shall send by courier 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 ten (10) weeks, the Buyer shall have the right to cancel the contract.
8、延迟交货和违约金LATE DELIVERY AND LIQUIDATED DAMAGE
如果卖方未按合同要求及时交货，除非是合同条款15所述的不可抗力引起的，每延迟交货一周或不足一周，买方有权从未支付货款中直接扣除迟交货货款的X％作为违约金, 违约金总数不超过迟交货全部金额的X%。如果超过合同交货期XX天后卖方仍不能交货，买方有权取消合同，不管合同是否被取消，卖方仍要不推迟地交纳前述违约金。
Should the Seller fail to make delivery on time as stipulated in the contract, with exception of Force Majeure causes specified in Article 15 of this Contract, the Buyer has the right to deduct the Liquidated Damage(apply at a rate of 1% per week)directly from the unpaid value of the Goods. The Liquidated Damage, however, shall not exceed 10% of the total value of the Goods involved in the late delivery. The rate of Liquidated Damage is charged at 1% for one week or part there of. In case the Seller fails to make delivery ten(10) days later than the time of delivery 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 Liquidated Damage to the Buyer without delay.
9、仲裁ARBITRATION
凡因本合同引起的或与本合同有关的任何争议，将通过双方协商谈判友好地解决，如果协商不成，争议均应提交中国国际经济贸易仲裁委员会,按照申请仲裁时该会现行有效的仲裁规则进行仲裁。仲裁裁决是终局的，对双方都有约束力，仲裁费由败诉的一方承担。仲裁地点在深圳。
Any dispute arising from or in connection with this Contract shall be settled friendly through negotiations of the two Parties. In case no settlement can be reached, the dispute shall be submitted to China International Economic and Trade Arbitration 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.
Arbitration fee shall be borne by the losing party. The arbitration shall be in Shenzhen.
10、售后服务SERVICE AFTER SELLING
N.A 不适用。
11、合同的生效EFFECTIVENESS OF THE CONTRACT
合同从双方签字日期起生效。
This contract shall come into force from the date of signature of the contract by both Parties.
12、文字LANGUAGE
本订单用中英文写成，两种文字具有同等效力。以上两种文本如有不符，以中文为准。
The PO shall be written in Chinese and English. Both languages are equally authentic. In the event of any discrepancy between the two aforementioned versions, the Chinese version shall prevail.
13、其他条款SPECIAL PROVISIONS
兹证明本合同由买卖双方共同签署，双方各保留两份正本。
IN WITNESS THEREOF this contract is signed by both parties in four original copies;
each party holds two original copies.
买方卖方
The Buyer The Seller
签订日期签订日期
Date：Date