1、合同条款常用英文词汇买方 buyer卖方 seller项目名称 Project name地址 address电话 phone传真 fax联系人 contact person本合同由买卖双方签订，根据本合同条款，买方同意购买，卖方同意出售以下产品。This contract is made by and between the buyers and sellers, whereby the buyers agree to buy and the sellers agree to sell the under-mentioned. Commodities according to the term
2、s and conditions stipulated below.1. 详细货物清单 Detail supply list2. 合同价格 Contract value序号 item 型号 model 尺寸 size, dimension 数量 amount, unit 单价 unit price 总价 total price 备注 remark 货物，运费 freight, transportation 合同总额（含安装费与税金） Contract amount incl. VAT installation3. 付款条件 payment conditions, payment terms4.
3、 交货地点 delivery place5. 发货期 delivery time6. 安装条款 installation clause7. 验收条款 inspection clause8. 保证条款 guarantee clause9. 不可抗拒条款 Force Majeure Clause10. 违约条款 Breach clause11. 其他条款 Miscellaneous clause12. 买卖双方信息 buyer and seller information此合同一式二份，由双方各持一正本。This contract is made in two originals that sho
4、uld be held by each party.涉外合同格式涉外合同按繁简不同，尽管可以采取不同书面形式，如正式合同（Contract）、协议书（Agreement）、确认书（ Confirmation）、备忘录（Memorandum ）、订单（Order）等等，但是一般都包含如下几个部分：一、合同名称（Title ）二、前文（Preamble）1. 订约日期和地点Date and place of signing2. 合同当事人及其国籍、主营业所或住所Signing parties and their nationalities, principal place of business
5、or residence addresses3. 当事人合法依据Each partys authority，比如，该公司是“按当地法律正式组织而存在的 ”（a corporation duly organized and existing under the laws of XXX）4. 订约缘由/说明条款Recitals or WHEREAS clause三、本文（Body）1. 定义条款（Definition clause）2. 基本条款（Basic conditions）3. 一般条款（General terms and conditions）a. 合同有效期（Duration ）b.
6、合同的终止（Termination）c. 不可抗力（Force Majeure）d. 合同的让与（Assignment ）e. 仲裁（Arbitration）f. 适用的法律（Governing law）g. 诉讼管辖（Jurisdiction）h. 通知手续（Notice）i. 合同修改（Amendment ）j. 其它（Others）四、结尾条款（WITNESS clause）1. 结尾语，包括份数、使用的文字和效力等（Concluding sentence）2. 签名（Signature）3. 盖印（Seal）以上的格式和内容并非一成不变，当事人可以根据各自交易情况做出调整或增删。合同范
7、本销售代理合同Sales Agency Agreement合同号：NO：日期：Date：为在平等互利的基础上发展贸易，有关方按下列条件签订本协议：This Agreement is entered into between the parties concerned on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:1. 订约人 Contracting Parties供货人（以下称甲方）：销售代理人（以下称
8、乙方）：甲方委托乙方为销售代理人，推销下列商品。Supplier: （hereinafter called “party A“）Agent:（hereinafter called “party B“）Party A hereby appoint Party B to act as his selling agent to sell the commodity mentioned below.2. 商品名称及数量或金额 Commodity and Quantity or Amount双方约定，乙方在协议有效期内， 销售不少于*的商品。It is mutually agreed that Part
9、y B shall undertake to sell not less than of the aforesaid commodity in the duration of this Agreement.3. 经销地区 Territory只限在。In only.4. 订单的确认 Confirmation of Orders本协议所规定商品的数量、价格及装运条件等，应在每笔交易中确认，其细目应在双方签订的销售协议书中作出规定。The quantities, prices and shipments of the commodities stated in this Agreement shal
10、l be confirmed in each transaction, the particulars of which are to be specified in the Sales Confirmation signed by the two parties hereto.5. 付款 Payment订单确认之后，乙方须按照有关确认书所规定的时间开立以甲方为受益人的保兑的、不可撤销的即期信用证。乙方开出信用证后，应立即通知甲方，以便甲方准备交货。After confirmation of the order, Party B shall arrange to open a confirme
11、d, irrevocable L/C available by draft at sight in favour of Party A within the time stipulated in the relevant S/C. Party B shall also notify Party A immediately after L/C is opened so that Party A can get prepared for delivery.6. 佣金 Commission在本协议期满时，若乙方完成了第二款所规定的数额，甲方应按装运货物所收到的发票累计总金额付给乙方*%的佣金。Upo
12、n the expiration of the Agreement and Party Bs fullfilment of the total turnover mentioned in Article 2, Party A shall pay to Party B % commission on the basis of the aggregate amount of the invoice value against the shipments effected.7. 市场情况报告 Reports on Market Conditions乙方每 3 个月向甲方提供一次有关当时市场情况和用户
13、意见的详细报告。同时，乙方应随时向甲方提供其他供应商的类似商品样品及其价格、销售情况和广告资料。Party B shall forward once every three months to party A detailed reports on current market conditions and of consumers comments. Meanwhile, Party B shall,from time to time, send to party A samples of similar commodities offered by other suppliers, tog
14、ether with their prices, sales information and advertising materials.8. 宣传广告费用 Advertising 2. This contract and the appendices have been effective;3. The Borrower has provided the recognition of the investment or certificate of the investment to the Lender;4. The Borrower has provided the board reso
15、lution and power of attorney regarding this loan contract;5. The Borrower has provided the list and the signature sample of the authorized person who empower to sign this contract and documents;6. The Guaranty under this contract has been effective;7. The Borrower has been satisfied the warrants und
16、er Article 11 of this contract;8. The other requirement for the draw-down have been satisfied.ARTICLE 8 REPAYMENT PLAN AND PREPAYMENT1. The Borrower shall repay the loan in accordance with the status of its cash. The Borrower shall inform the Lender the payment amount and date * prior to make the pa
17、yment. The Borrower shall be obliged to repay the principal and related interests on due date without any condition.2. The payment made by the Borrower and the deduction from the account of the Borrower shall be used for repaying the interest at first and then for repaying the principal.3. In the ev
18、ent the Borrower fails to repay the loan, the Lender shall have rights to deduct the debt from the bank account of the Borrower at the Lender or empower the branches of the Lender to deduct the debt from the bank account of the Borrower at the Lenders branches;4. The installment of repayment shall n
19、ot less than 1 million.ARTICLE 9 DEBT CERTIFICATEThe Lender shall keep record in the Lenders account for the principal,interests and fees and other fees of the Borrower under this contract; The above mentioned record and the documentation for the draw-down, repayment and payment of interest is the c
20、ertificates of the debts between the Borrower and the Lender.ARTICLE 10 GUARANTY1. （the “Guarantor“） shall be the guarantor for the loan under this contract and take jointly liabilities.2. During the term of this contract, if the guarantors financial status become deteriorated or the liabilities for
21、 repayment of debts become weak, the Lender shall have right to request the Borrower changes guarantor or provide mortgage and pawn secured for this loan under this contract.ARTICLE 11 REPRESENTATIONS AND WARRANTIESI. The Borrowers represents and warrants as follows:1. The Borrower is a company duly
22、 organized and validly existing under the law of the Peoples Republic of China and has the power and authority to own its property to consummate the transactions contemplated in this contract and join the litigation. The Borrower has the power to handle it assets used in operation.2. The Borrower is
23、 at its option to sign and perform this contract.It is the Borrowers true meaning and has the power to sign this contract and it is not breach it article of association or regulations or contracts. The procedure for signature and performance of this contract has been gone through and fully effective
24、ness.3. The all documents, materials, reports and certificates provided to the Lender by the borrower for consummation of this contract is true, real, compete and effective4. The Borrower shall not conceal the following events which is being happened or have been happened which will cause the Lender
25、 refuse to extend the loan:（1） The Borrower or the principal executives of the Borrower involve in material events which breach regulations, laws or compensation to others;（2） Pending actions and arbitration;（3） The Borrowers debts or proposed debts or liens and other encumbrances;（4） The other matt
26、ers will impact the financial status or abilities of repayment for the debts;（5） The Borrower breached contract which is between the Borrower and other creditors.II. The Borrower hereby warrants as follows:1. Using the capital of the loan as usage set forth in this contract, the Borrower will not us
27、e the loan as Equity investment; The Borrower will not use the capital of the loan invest in security, future, real estate etc. The Borrower will not lend to the others privately or involving other maters which is prohibited by the country. The Borrower will not misusing or appropriation of the loan
28、.2. Making payment and related expenses in accordance with the provisions set forth in this contract;3. Providing updated financial statement or financial bulletin every quarter; Providing the audited financial report at the first quart of each year; Providing operation report, financial report or o
29、ther files and materials and shall warrant the reality, correct and effectiveness for the files and materials;4. Any anti-guaranty or other similar documents will not make any impact on the rights and benefits of the Lenders;5. Accepting the supervision of the Lender, provides assistance and coopera
30、tion for the Lenders supervisions;6. Will not reduce the registration capital; Prior approval from the lender shall be required when the Borrower changes of shareholders and operation manner（including but not limited to joint venture, cooperation, jointly cooperation; dissolution, closedown, liquida
31、tion, transformation; merger; change to share company, use the housing, machinery or other real assets or trademark, intellectual property, Knowhow, landing using rights or other intangible assets to invest in share company or investment company, trading of operation right or own right by contractin
32、g, joint operation, trusteeship）7. The Borrower shall inform the Lender and warrants the liability under its security will not more than net assets of the Borrower when the Borrower guarantee for other party or mortgage its assets. The Borrower warrants that will not dispose the assets which will ma
33、ke adverse impact on its ability of paying debts.8. The Borrower will not pay the other similar loans prior to the Lender;9. The Borrower warrants to inform the Lender immediately when the following events occurred:（1） The event of breach of contract under this contract or other loan or guaranty con
34、tracts between the Borrower and any branches of Bank of China or other banks, non-bank financial organization;（2） The Borrower changes shareholders or revise the article of association;（3） The Borrower suffer difficulties and bad result in financial and operation;（4） The Borrower involves in materia
35、l actions or arbitration;10. The Borrower shall keep sufficient balance for repayment prior * to the due date.11. The Borrower shall keep its bank transactions regarding income collection, sell foreign currency or buy foreign currency ect. Shall be conducted at the Lender or other branches of the Le
36、nder. The turn-over for the capital shall satisfy the demand of the Lender;III. The Borrowers representations and warrants hereunder this contract shall be effective even though any mendment, supplements or revised to be made to this contract.ARTICLE 12 REPRESENTATIONS AND WARRANTS OF THE LENDERI. T
37、he Lender represents and warrants as follows:1. The Lender is a state-owned commercial bank or branch duly organized and validly existing under the law of P.R.C and approved by the Industry and Commercial Administration and holds the financial institutions legal person licenses and financial institu
38、tions operation license to be qualified to operate financial business.2. The Lender has taken all necessary action to authorize the execution of this contract and performance of its obligations under this contract. The Lender is duly authorized to extend this loan.II. The Lender warrants as follows:
39、1. The Lender shall extend the loan in accordance with the provisions set forth in this Contract.2. Collect interests in accordance with the regulations of the Peoples Bank.ARTICLE 13 EVENTS OF BREACH CONTRACT AND SETTLEMENT:I. Settlement of the Borrower breach of contract1. Event of breach of contr
40、act:（1） The Borrower fails to use the loan in accordance with the agreed usage of the Loan;（2） The Borrower fails to repay the due principal and pay the interests, expenses or other payable in accordance with the agreed term of this contract;（3） The Borrower breaches the representation and warrants
41、set forth in Article 11.（4） The Borrower breaches other loan agreements or guaranty agreements or the Guarantor breach the guaranty agreement which may make impact the Borrower to perform the obligations under this contract.（5） Conclusive evidence to show that the Borrower lose the capacity of credi
42、t or during performance of the obligation under this contract, the financial conditions of the Guarantor are seriously deteriorating or other reasons caused the Guarantor the capacity of credit decline.（6） The Borrower breaches the other obligations under this contract.2. Under the above circumstanc
43、es, the Lender shall have right to:（1） Request the Borrower to rectify within the period designed by the Lender;（2） Cease in extending the loan or cancel the credit;（3） Declare the loan under this contract is due and the Lender shall have right to deduct the outstanding amount from the account of th
44、e Borrower. The Borrower shall not appeal against the Lender.（4） Declare the loan is due under other loan agreements between the Lender and the Borrower, request the Borrower to repay the loan principals, interests, and other expenses.II. The settlement for the Lender breach of the contract1. The Le
45、nder fails to extend the loan as agreed in this contract without any reasons;2. The Lender breaches the agreed interest rate and collection add interests or other fees;3. The Lender breaches the provisions set forth in Article 12;4. Under the above circumstances, the Borrower shall have right to:（1）
46、 Request the Lender to rectify;（2） Repay the loan ahead of time and refuse to pay any compensation for prepayment.ARTICLE 14 DEDUCTIONThe Borrower shall pay in full for the payment without any counteraction or any condition.ARTICLE 15 ASSIGNMENT OF THE DEBT AND CREDIT1. The Borrower shall not assign
47、 its right and liability under this contract to other third party without any written approval of the Lender;2. In the event the Borrower assign its right and liability under this contract to other third party under the written consent of the Lender, the third party shall abide this contract without
48、 any condition.ARTICLE 16 PERFORMANCE OF OBLIGATION AND WAIVER OF RIGHTS1. The Borrower is independent contractor under this contract, it will not impact by any other relations between the Borrower with other party except the other provisions set forth in this contract.2. The Lender give any extensi
49、on, toleration, favor to the Borrower or permit the Borrower to delay of performance any obligation under this contract shall not impair any rights of the Lender in accordance with this contract and laws, regulation, it shall be deemed to have waived its rights under this contract and the obligation shall be performed by the Borrower under this contract.ARTICLE 17 AMENDMENT, SUPPLEMENT AND INTERPRETATION OF THE CONTRACT1. This contract could be amended and supplemented upon the written agreements conclude by the parties. Any a amendment and supplement shall be integral par
