中日国际贸易合同范本（MODEL TERMS OF CONTRACTS）

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MODEL TERMS OF CONTRACTS FOR SALE OF GOODS

(for sales Through Maritime Transportation Between Japanese and Chinese firms and Corporations)


Contract Number:


Date of Execution of Contract:


Place of Execution of Contract:


Seller:___________________


Address:____________________


Country of Incorporation:________________________


Telex:____________________________


Fax:___________________________


Cable:__________________________




Buyer:_______________________


Address:____________________


Country of Incorporation:________________________


Telex:____________________________


Fax:___________________________


Cable:__________________________




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


1. Name of Commodity:


2. Specifications/Quality:


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:_____________________-


6. Total Amount:


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 Transshipment [ ] is, or [ ] is not allowed.

9.6 Partial shipment [ ] is ,or [ ] is not allowed.


10. Terms of Payment


10.1 Method of Payment{*Select one of the following from section


10.1.1(Sight Letter of Credit),

10.1.2 (Letter of credit with Usance),

10.1.3(D/P),

10.1.4(D/A), or

10.1.5(Remittance)}


[ ] 10.1.1 Sight Letter of Credit


The Buyer shall,

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

[ ] within ( ) days after the execution of this Contract,

establish in favor of the Seller an irrevocable letter of credit (L/C) payable at sight issued by

[ ] (bank name) _________________,

[ ] an international first class bank

by [ ] telex, or [ ] cable, or [ ] SWIFT, or [ ] mail,

the contents of which shall be in conformity with the terms of this Contract.

The letter of credit shall not expire until ( ) days after the last day of the time of shipment specified in the Contract.

The statement “this credit is subject to Uniform Customs and Practice for Documentary Credits, 1983 Revision, International Chamber of Commerce Publication No.400” shall be contained in the letter of credit.


[ ]10.1.2 Letter of Credit with Usance


The Buyer shall,

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

[ ] within ( ) days after the execution of this Contract,

establish in favor of the Seller an irrevocable letter of credit (L/C) payable ( ) days after ___________________,issued by

[ ] (bank name) __________________,

[ ] an international first class bank

by [ ] telex, or [ ] cable, or [ ] SWIFT, or [ ]mail, the contents of which shall be in conformity with the terms of this contract.

The letter of credit shall not expire until ( ) days after the last day of the time of shipment specified in this Contract.

The statement “this credit is subject to Uniform customs and Practice for Documentary Credits, 1983 Revision, International Chamber of Commerce Publication No. 400” shall be contained in the letter of credit.


[ ]10.1.3 Document Against Payment (D/P)


After shipment, the Seller shall deliver a sight bill (s) 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 first presentation of the bill (s) of exchange and the required documents, i.e. D/P.


[ ] 10.1.4 Document Against Acceptance (D/A)


After shipment, the Seller shall deliver bill(s) of exchange drawn on the Buyer, payable ( ) days after ____, together with the required documents to the Buyer through a bank for acceptance. The Buyer shall accept the bill(s) of exchange immediately upon the first presentation of the bill(s) of exchange and the required documents and shall effect the payment on the maturity date of the bill(s) of exchange, i. e D/A.


[ ]10.1.5 Remittance


The Buyer shall,

[ ] within ( ) days after the receipt of the required document specified in section 10.2 below,

[ ] within ( ) days after the date of the Bills of Lading,

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), or [ ] M/T (Mail Transfer), or [ ] D/D (Demand Draft).


10.2 Documents Required


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


(1) Commercial Invoice in ______copy (ies).

(2) Full set of clean on board ocean Bills of Lading made out to

[ ] _______, or [ ] to order and blank endorsed marked freight

[ ] prepaid, or [ ] to collect, notifying consignee or _____.

(3) Insurance Policy/Insurance Certificate

(4) Quality Inspection Certificate/Inspection Report/Analysis Certificate

(5) Certificate of Origin/FORM A

(6) Packing List/Weight List/Quantity List

(7) Notice of Shipment/shipping Advice

(8) The following other Documents:

___________________________


10.3 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.


10.4 Overdue Interest


If the Buyer fails to pay any amount when due, the Buyer shall be liable to pay to the Seller overdue interest on such unpaid amount from the due date until the actual date of payment at the rate of ( ) percent per annum, Such overdue interest shall be paid upon demand of the Seller .