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MODEL TERMS OF CONTRACTS FOR SALE OF GOODS

For Sales Between German and Chinese Firms and Corporations




Contract Number:


Date of Signing of Contract:


Place of Signing of Contract:


Seller:________________________________


Address:________________________________


Country of Incorporation:_______________________________


Telex:_________________________________________


Fax:______________________




Buyer:______________________________


Address:______________________________


Country of Incorporation:________________________


Telex:_____________________________


Fax:_______________________________________


The Buyer and the Seller, through friendly negotiation, have signed this Contract on a basis of [ ]FOB or [ ] CFR or [ ] CIF or [ ]FCA or [ ] CPT or [ ] CIP and agreed to the terms and conditions stipulated below.


1. Name of Commodity:


2. Specifications/Quality:


[ ] As detailed in an Annex to this Contract (if required under the specific case)


3. Units:


4. Quantity:


[with ( )% more or less both in amount and quantity allowed at [ ] the Seller’s ,or [ ] the Buyer’s option]


5. Unit price FOB/CFR/CIF/FCA/CPT/CIP:___________


6. Total Amount:


[If the delivered quantity is more or less than ()% of the quantity ad defined in item 4, the price shall be adjusted correspondingly.]


7. Country of Origin and Country of Manufacture:


8. Shipping mark:


9. Shipment


9. 1 Time of Shipment:___________

9. 2 Port of Shipment:_________

9. 3 Port of Unloading:_________

9. 4 “On—deck” shipment [ ] is ,or [ ] is not allowed.

9. 5 Transhipment [ ] is ,or [ ] is not allowed.

9. 6 Partial shipment [ ] is ,or [ ] is not allowed.

9. 7 [ ] Container shipment

9. 8 Final destination: ________________

9. 9 Freight Forwarder/Agent at port of unloading:____________


10. Terms of Payment


Seller’s Bank Account:________________

Buyer’s Bank Account:________________


10. 1 Method of Payment


(1) Letter of Credit


[ ]10.1.1 (This Paragraph shall be [ ] maintained or [ ] deleted)

( )percent of the total contract price, i.e.___ shall be paid by the Buyer to the Seller not later than 30 days after Date of effectiveness against presentation to the Buyer of an irrevocable letter of guarantee issued by _____(Bank’s name) in the amount of _____in favor of the Buyer. The L/C shall be valid until [ ] ( )days after delivery date, in case of partial shipment delivery date of the last shipment


[ ] ( ) date of arrival of the last shipment in the port of unloading [ ] ( ) months after the date of arrival of the goods at the port of unloading


The amount of L/C shall be reduced automatically and proportionally in accordance with the shipments made by the Seller.


[ ] 10.1.2 Sight payment


The Buyer shall,


[ ] ( ) days prior to the first day of the time of shipment specified in this Contract,

[ ] within ( ) days after the signing of this Contract, establish in favor of the Seller an irrevocable letter of credit available by.

[ ] sight payment,

[ ] negotiation,

issued by _________(Bank’s name), by

[ ] telex,

[ ] SWIFT,

[ ] mail,

[ ] brief telex and mail in the amount of ______the contents of which shall be in conformity with the terms of this Contract, and the letter of credit shall be valid for presentation of documents in the locality of the beneficiary-----months after issuing date of the letter of credit.


The statement “this credit is subject to Uniform Customs and Practice for Documentary Credits, 1993 Revision, International Chamber of Commerce Publication No. 500” shall be contained in the letter of credit.


[ ] 10.1.3 Deferred Payment


The Buyer shall,

[ ] ( ) days prior to the first day of the time of shipment (the date of shipment). specified in this Contract.

[ ] within ( ) days after the signing of this Contract, establish in favor of the Seller an irrevocable letter of credit available by

[ ] acceptance

[ ] deferred payment

[ ] negotiation

after [ ] sight

[ ] the date of B/L of Airway Bill or Railway Consignment Note, or Multimodal Transport Document

[ ] presentation of documents issued by ______(Bank’s name), by

[ ] telex,

[ ] SWIFT,

[ ] mail,

[ ] brief telex and mail

in the amount of ________

the contents of which shall be in conformity with the terms of this contract, and the letter of credit shall not be valid for presentation of documents in the locality of the beneficiary ____months after issuing date of the letter of credit.


The statement “this credit is subject to Uniform Customs and Practice for Documentary Credits, 1993 Revision, International Chamber of Commerce Publication No. 500” shall be contained in the letter of credit.


(2) Collection


[ ] 10.1.4 Document Against Payment (D/P)


After shipment, the Seller shall deliver a sight bill of exchange drawn on the Buyer together with the required documents to the Buyer through a Bank. The Buyer shall effect the payment immediately upon the presentation of the bill of exchange and the required documents.


[ ] 10.1.5 Document Against Acceptance (D/A)


After shipment, the Seller shall deliver a bill of exchange drawn on the Buyer, payable ____days after sight together with the required documents to the buyer through a bank for acceptance. The Buyer shall accept the bill of exchange immediately upon the first presentation of the bill of exchange and the required documents and shall effect the payment on the maturity date of the bill of exchange.


(3) Remittance


[ ] 10.1.6


The Buyer shall,

[ ] within ___ days after the receipt of the required documents,

[ ] within ___ days after the date of the Bill of Landing.

Pay the invoice value of the goods to the Seller’s account with a bank designated by the Seller by means of

[ ] T/T(Telegraph Transfer),

[ ] M/T(Mail Transfer),

[ ] D/D(Demand Draft).


10.2 Documents Required


The following documents shall be prepared by the Seller and submitted to the Buyer:


1. Bill of exchange drawn on

[ ] ____(Bank’s name, on L/C basis)

[ ] the Buyer ( on collection basis)


2. Transport document (select one of the following):


[ ] 1) clean on board ocean bill of landing made out to

[ ] order, or

[ ] to order of ___ and blank endorsed marked freight

[ ] prepaid/paid, or

[ ] to collect

notifying [ ] consignee, or

[ ] _____


[ ] 2) non-negotiable sea waybill made out to ____marked

freight [ ] prepaid/paid, or

[ ] to collect

notifying _______


[ ] 3) multimodal transport document


[ ] 4) air transport document (airway bill/ air consignment note)


[ ] 5) railway transportation document


[ ] 6) courier and post receipts


3. Other document (s)


1) commercial invoice


2) [ ] insurance policy

   [ ] insurance certificate


3) quality inspection certificate/inspection report/ analysis certificate issued by ______


4) [ ] certificate of origin

[ ] FORM A (GSP)


5) packing list


6) weight list


7) [ ] notice of shipment

[ ] shipping advice


Documents 1 to 7 _____in originals and – copies


4. Other documents (if required):______


11. 3 Banking Charges


Depending upon the method of payment selected pursuant to Clause 10.1 above, the Buyer shall bear all banking charges incurred in the country of


[ ] L/C issuing bank (in case of payment by L/C)

[ ] Collecting bank (in case of payment by D/P or D/A)

[ ] Remitting bank (in case of payment by remittance), and the seller shall bear all banking charges incurred outside such country, unless otherwise agreed by the parties.