1、2. Purchase Contract,Focal Points,Understanding the difference between the sales contract and the purchase contract The principles of writing a purchase contract The basic form of the purchase contract Grasping useful sentences or related words,The purchase contract is issued from the standpoint of
2、the Buyer.,Lead-in,purchase contract,What is contract?,Its an angreement,principles,writing completely, clearly, grammatically arranging properly and logically,Lead-in,Contents: Head Body End,Lead-in,Samples,Purchase Contract Contract No.: _ Date : Signed at: The Buyer: Address: Tel:_ Fax: E-mail: T
3、he Seller: Address: _ Tel:_ Fax: E-mail: The Seller and the Buyer agree to conclude this Contract subject to the terms and conditions stated below:,1. Name, Specifications and Quality of Commodity： 2. Quantity： % more or less allowed. 3. Unit Price： 4. Total Amount： 5. Terms of Delivery：FOB/CFR/CIF
4、6. Country of Origin and Manufacturers: 7. Packing： The packing of the goods shall be preventive from dampness, rust, moisture, erosion and shock, and shall be suitable for ocean transportation/multiple transportation. The Seller shall be liable for any damage and loss of the goods attributable to t
5、he inadequate or improper packing. The measurement, gross weight, net weight and the cautions such as “Do not stack up side down“, “Keep away from moisture“, “Handle with care“ shall be stenciled on the surface of each package with fadeless pigment.,8. Shipping Marks： 9. Time of Shipment： 10. Port o
6、f Loading： 11. Port of Destination： 12. Insurance： Insurance shall be covered by the _ for 110% of the invoice value against _ Risks and _ Additional Risks. 13. Terms of Payment： (1) Letter of Credit: The Buyer shall, _ days prior to the time of shipment /after this Contract comes into effect, open
7、an irrevocable Letter of Credit in favor of the Seller. The Letter of Credit shall expire _ days after the completion of loading of the shipment as stipulated.,(2) Documents against payment: After shipment, the Seller shall draw a sight bill of exchange on the Buyer and deliver the documents through
8、 Sellers bank and _ Bank to the Buyer against payment, i.e D/P. The Buyer shall effect the payment immediately upon the first presentation of the bill(s) of exchange. (3) Documents against Acceptance: After shipment, the Seller shall draw a sight bill of exchange, payable_ days after the Buyers deli
9、vers the document through Sellers bank and _Bank to the Buyer against acceptance (D/A _ days). The Buyer shall make the payment on date of the bill of exchange. (4) Cash on delivery (COD): The Buyer shall pay to the Seller total amount within _ days after the receipt of the goods (This clause is not
10、 applied to the Terms of FOB, CFR, CIF). 14. Documents Required： The Seller shall present the following documents required to the bank for negotiation/collection: (1) Full set of clean on board Ocean/Combined Transportation/Land Bills of Lading and blank endorsed marked freight prepaid/ to collect;
11、(2) Signed commercial invoice in _copies indicating Contract No., L/C No. (Terms of L/C) and shipping marks;,(3) Packing list/weight memo in _ copies issued by； (4) Certificate of Quality in _ copies issued by； (5) Certificate of Quantity in _ copies issued by； (6) Insurance policy/certificate in _
12、copies (Terms of CIF)； (7) Certificate of Origin in _ copies issued by； (8) Shipping advice The Seller shall, within _ hours after shipment effected, send by courier each copy of the above-mentioned documents No. . 15. Terms of Shipment： (1) FOB The Seller shall, 30 days before the shipment date spe
13、cified in the Contract, advise the Buyer by _ of the Contract No., commodity, quantity, amount, packages, gross weight, measurement, and the date of shipment in order that the Buyer can charter a vessel/book shipping space. In the event of the Sellers failure to effect loading when the vessel arrive
14、s duly at the loading port, all expenses including dead freight and/or demurrage charges thus incurred shall be for the Sellers account.,(2) CIF or CFR The Seller shall ship the goods duly within the shipping duration from the port of loading to the port of destination. Under CFR terms, the Seller s
15、hall advise the Buyer by _ of the Contract No., commodity, invoice value and the date of dispatch two days before the shipment for the Buyer to arrange insurance in time. 16. Shipping Advice： The Seller shall, immediately upon the completion of the loading of the goods, advise the Buyer of the Contr
16、act No., names of commodity, loading quantity, invoice values, gross weight, name of vessel and shipment date by _ within _hours. 17. Quality Guarantee： The Seller shall guarantee that the commodity must be in conformity with the quatity, specifications and quantity specified in this Contract and Le
17、tter of Quality Guarantee. The guarantee period shall be _ months after the arrival of the goods at the port of destination, and during the period the Seller shall be responsible for the damage due to the defects in designing and manufacturing of the manufacturer.,18. Inspection： （1）The Seller shall
18、 have the goods inspected by _ days before the shipment and have the Inspection Certificate issued by_. The Buyer may have the goods reinspected by _ after the goods arrival at the destination. (2) The manufacturers shall, before delivery, make a precise and comprehensive inspection of the goods wit
19、h regard to its quality, specifications, performance and quantity/weight, and issue inspection certificates certifying the technical data and conclusion of the inspection. After arrival of the goods at the port of destination, the Buyer shall apply to China Commodity Inspection Bureau (hereinafter r
20、eferred to as CCIB) for a further inspection as to the specifications and quantity/weight of the goods. If damages of the goods are found, or the specifications and/or quantity are not in conformity with the stipulations in this Contract, except when the responsibilities lies with Insurance Company
21、or Shipping Company, the Buyer shall, within _ days after arrival of the goods at the port of destination, claim against the Seller, or reject the goods according to the inspection certificate issued by CCIB. In case of damage of the goods incurred due to the design or manufacture defects and/or in
22、case the quality and performance are not in conformity with the Contract, the Buyer shall, during the guarantee period, request CCIB to make a survey.,19. Claim： The buyer shall make a claim against the Seller (including replacement of the goods) by the further inspection certificate and all the exp
23、enses incurred therefrom shall be borne by the Seller. The claims mentioned above shall be regarded as being accepted if the Seller fail to reply within _days after the Seller received the Buyers claim. 20. Late delivery and Penalty: Should the Seller fail to make delivery on time as stipulated in t
24、he Contract, with the exception of Force Majeure causes specified in Clause 21 of this Contract, the Buyer shall agree to postpone the delivery on the condition that the Seller agree to pay a penalty which shall be deducted by the paying bank from the payment under negotiation. The rate of penalty i
25、s charged at_% for every _ days, odd days less than _days should be counted as _ days. But the penalty, however, shall not exceed_% of the total value of the goods involved in the delayed delivery. In case the Seller fail to make delivery _ days later than the time of shipment stipulated in the Cont
26、ract, the Buyer shall have the right to cancel the Contract and the Seller, in spite of the cancellation, shall nevertheless pay the aforesaid penalty to the Buyer without delay.,The buyer shall have the right to lodge a claim against the Seller for the losses sustained if any. 21. Force Majeure： Th
27、e Seller shall not be responsible for the delay of shipment or non-delivery of the goods due to Force Majeure, 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_ day
28、s thereafter the Seller shall send a notice by courier to the Buyer for their acceptance of a certificate of the accident issued by the local chamber of commerce under whose jurisdiction the accident occurs as evidence thereof. Under such circumstances the Seller, however, are still under the obliga
29、tion to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than _ days the Buyer shall have the right to cancel the Contract. 22. Arbitration: Any dispute arising from or in connection with the Contract shall be settled through friendly negotiation.
30、In case no settlement is reached, the dispute shall be submitted to China International Economic and Trade Arbitration Commission (CIETAC),South China Sub-Commission for arbitration in accordance with its rules in effect at the time of applying for arbitration. The arbitral award is final and bindin
31、g upon both parties.,23. Notices: All notice shall be written in _ and served to both parties by fax/courier according to the following addresses. If any changes of the addresses occur, one party shall inform the other party of the change of address within _days after the change. 24. The terms FOB、C
32、FR、CIF in the Contract are based on INCOTERMS 2000 of the International Chamber of Commerce. 25. Additional clause： Conflicts between Contract clause hereabove and this additional clause, if any, it is subject to this additional clause. 26. This Contract is executed in two counterparts each in Chine
33、se and English, each of which shall be deemed equally authentic. This Contract is in _ copies, effective since being signed / sealed by both parties. Representative of the Buyer Representative of the Seller (Authorized signature): (Authorized signature),Exercises,be preventive from ,draw a sight bil
34、l of exchange,in favor of the Seller,be in conformity with,freight prepaid,付款交单,对 负有责任,向卖方索赔,运费到付,具有同等效力,. Put the following English phrases into Chinese or Chinese phrases into English.,answers,1、免于 的侵害（损坏） 2、开（出）具见票即付跟单汇票 3、运费已付 4、以卖方为受益人 5、符合 6、D/P：Documents against payment 7、be liable for 8、be d
35、eemed equally authentic 9、claim against the Seller 10、freight to collect,II. Fill in the blanks with the words given below, and change the form when necessary.,Exercises,Any dispute from or in connection with the Contract shall through friendly negotiation. In case no settlement , the dispute shall
36、to China International Economic and Trade Arbitration Commission (CIETAC), South China Sub-Commission for arbitration in accordance with its rules in effect at the time of for arbitration. The arbitral award is final and upon both parties.All notice shall in English and to both parties by fax/courie
37、r according to the following addresses. If any changes of the addresses , one party shall the other party of the change of address within 7 days after the change.,answers,1、fail 2、stipulated 3、specified 4、postpone 5、agree 6、be deducted 7、exceed 8、involved 9、charged 10、counted,III. Translate the foll
38、owing Chinese into English or English into Chinese.,1. 卖方须按时在装运期限内将货物由装运港装船至目的港。,The Seller shall ship the goods duly within the shipping duration from the port of loading to the port of destination.,2.货物品质规格及数量必须符合本合同及质量保证书中之规定。,The Seller shall guarantee that the commodity must be in conformity wi
39、th the quality, specifications and quantity specified in this Contract and Letter of Quality Guarantee.,3. . The packing of the goods shall be preventive fromdampness, rust, moisture, erosion and shock, and shall be suitable for ocean transportation/ multiple transportation.,货物应具有防潮、防锈蚀、防震并适合于远洋运输的包
40、装。,4. After shipment, the Seller shall draw a sight bill of exchange on the Buyer and deliver the documents through Sellers bank and Bank of China to the Buyer against payment, i.e D/P.,货物发运后，卖方出具以买方为付款人的付款跟单汇票，按即期付款交单（D/P）方式，通过卖方银行及中国银行向买方转交单证，换取货物。,5.凡因本合同引起的或与本合同有关的任何争议应协商解决。,Any dispute arising
41、from or in connection with the Contract shall be settled through friendly negotiation.,IV. Choose the best word(s) or phrase(s) to complete each of the following sentences.,1. The Seller and the Buyer agree to conclude this Contract subject the terms and conditions stated . A. on / over B. for / bel
42、ow C. to / below D. over / below 2. The Seller shall be liable any damage and loss of the goods attributable the inadequate or improper packing. A. as / to B. for / to C. on / for D. in / with 3. The Buyer shall, 30 days prior the time of shipment, open an irrevocable Letter of Credit favor of the S
43、eller. A. to / in B. of / for C. over / upon D. to / on,IV. Choose the best word(s) or phrase(s) to complete each of the following sentences.,4. After shipment, the Seller shall draw a sight bill of exchange the Buyer and deliver the documents through Sellers bank to the Buyer payment.A. to / for B.
44、 in / at C. toward / over D. on / against 5. In the event the Sellers failure to effect loading, all expenses including dead freight and/or demurrage charges thus incurred shall be the Sellers account.A. at / on B. of / for C. over / in D. upon / for 6. The Seller shall, immediately the completion o
45、f the loading of the goods, advise the Buyer the Contract No.and other details.A. upon / of B. at / about C. over / in D. after / for,IV. Choose the best word(s) or phrase(s) to complete each of the following sentences.,7. The Seller shall guarantee that the commodity must be conformity the quality,
46、 specifications and quantity specified in this Contract and Letter of Quality Guarantee.A. in / of B. on / of C. by / with D. in / with 8. The manufacturers shall, delivery, make a precise and comprehensive inspection of the goods regard to its quality.A. upon / in B. after / for C. before / with D.
47、 at / by 9. The buyer shall make a claim the Seller (including replacement of the goods) the further inspection certificate.A. against / by B. on / with C. to / in D. at / through 10. This Contract is executed two counterparts each Chinese and English, each of which shall deemed equally authentic. A. with / for B. in / in C. of / for D. as / in,Answers,1 5 . C B A D B 6 10. A D C A B,Write a sales contract according to the following hints.,英国伦敦公司C公司向中国浙江公司D公司购买风扇。,
