Purchasing Equipment Contract购买设备合同（在线收听） |
Purchasing Equipment Contract 1. (Scope) This contract (including Appendices I through V) defines the total scope of work to be performed by the three parties. Seller recognizes that over the course of contract execution, End-User may wish to amend the scope of work. Should such amendments be necessary, Seller shall promptly submit additional proposals for End-User's review. Seller will not make any amendments unless they have been agreed to in writing by the contracting parties. However, Seller reserves the right to change the details of construction to Seller fabricated equipment, as specified in the Seller's proposal if, in its judgment, such changes of substitutions shall be to the best interest of both End-User and Seller. 2. (Contract Effective Date:) This contract will go into effect on the latest date at which all approvals required by the contracting parties have been obtained. Such approvals will be obtained within sixty (60) days of the signing of the contract. Seller reserves the right to revise the contract price if Buyer fails to obtain approvals within the sixty (60) days period. Buyer and Seller shall notify each other by fax immediately upon receipt of approvals. With respect to the Seller, the contract must be ratified by an officer of Seller's Parent Company. 3. (Contract Equipment) This contract is made by and between the Buyers, the End-Users, and the Sellers, whereby the Buyers and End-Users agree to buy and the Sellers agree to sell the undermentioned commodity (hereinafter referred as the Contract Equipment) according to the terms and conditions stipulated herein: (Base Prices) (Accessories) (Spare Parts) Subtotal $ Final Sales Price $ 4. (Payment:) 4.1 (Terms of Payment:) ① l5% downpayment within thirty (30) days of the contract date. 4.2 (Conditions of Payment:) ① Payment No.1 -Three (3) copies of Seller's Invoice ② Payment No.2 -Three (3) copies of Seller's Invoice ③ Payment No.3 -Three (3) copies of Seller's Invoice Buyer shall establish this Letter of Credit in favor of the Seller at the China Bank, ×× Branch within thirty (30) days after contract effective date. 4.3 (Late Payments) All late payments will carry an interest at a rate of Prime rate plus 3% per annum pro-rated to the actual delay with a grace period of fifteen (15) days. 5. (Export License) Requirements regarding United States Export License change periodically. Seller will make a determination whether a license is required. Buyer will cooperate with Seller in signing the certificates which may be necessary to complete the application for the license. Seller assures the Buyer that this requirement has never in the past impeded execution of such types of contracts. 6. (Shipment) Date of shipment is to be in October, 1998. Port of shipment will be an East Coast Port, U.S.A. Port of Destination will be Guangzhou, P.R. China. All equipment is to be shipped C.I.F. 7. (Terms of Shipment) 7.1 The Sellers shall, 40 days before the date of shipment stipulated in the contract, advise the End-Users by telex of the Contract No., commodity, quantity, value, number of packages, gross weight, and measurements. 7.2 The Sellers shall, no later than 10 days before the estimated date of arrival of the vessel from the port of shipment, notify the End-Users of the name of vessel and estimated date of loading. If the schedule of the vessel is changed, Seller's shipping agents shall promptly notify the End-User. 7.3 The Sellers shall bear all expenses and risks of the commodity until it arrives at the port of destination. Once the goods arrive at the port, any and all charges shall be borne by the End-User. 7.4 If goods need to be stored at the docks, the responsibility for safekeeping of same shall rest with the End-User. 7.5 Bills of Lading shall constitute Proof of Delivery. 8. (Storage at End-User's Plant) All material must be stored by the End-User indoors in a warm and dry place. Damage to material due to improper storage (regardless of how packaged) will not be Seller's responsibility. If End-User unpacks the goods in the absence of Seller's representative, Seller will not be responsible for missing parts and shortages. 9. (Delays and Escalation) In the event the End-User delays shipment of material and equipment, directly or indirectly, the seller shall have a right to impose escalation and / or storage charges for the term of the delay. 10.(Cancellation & Default) End-User may cancel only upon written notice to seller and upon payment to seller of reasonable and proper cancellation charges, including direct and indirect costs with proportionate profit. 11.(Documentation) Seller shall provide documentation as outlined in Appendix Ⅱ. 12.(Training) Seller shall provide training to End-User's personnel as outlined in Appendix Ⅲ. End-User must recognize that the Seller can accommodate only a limited number of trainees at any given time. End-User shall be responsible for the conduct of its personnel while in the U.S. All expenses relating to trainees will be borne by the End-User; however, Seller will arrange for the daily transportation on working days from the hotel to Seller's plant and provide a working lunch. The training shall, under no circumstances, include information which Seller deems proprietary. 13.(Field Supervision and Start-Up) Seller shall provide supervision and start-up services as outlined in Appendix IV. 14.(Force Majeure) Seller shall not be responsible for any loss, damage, delay in shipment or non-delivery of the goods due to Force Majeure (causes such as fires, theft, acts of war, insurrection or riot, strikes and lockouts or any other cause beyond Seller's control) which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the End-Users immediately of the occurrence mentioned above. As soon as possible thereafter, the Sellers shall send by airmail to the End-Users for their acceptance a certificate of the accident. Under such circumstances, the Seller however, is still under the obligation to take all necessary measures to hasten the delivery of the goods. 15.(Taxes and Duties) End-User will be liable for all taxes and import or export duties outside the Seller's country. In addition, End-User shall be responsible for all port charges, demurrage, etc. at the port of destination. End-User further agrees to indemnify Seller against all liabilities for such taxes or duties and legal fees or costs incurred by Seller in connection herewith. 16.(Arbitration) All disputes in connection with the execution shall be settled through friendly negotiations. Where no settlement can be reached, the disputes shall be submitted for arbitration. Arbitration shall take place in Stockholm. Each party shall appoint an arbitrator within thirty (30) days after receipt of notification from the opposite party and the two Arbitrators thus appointed shall jointly nominate a third person as umpire to form an Arbitration Committee. The said umpire shall be confined to the citizens of Swedish nationality. The decision of the Arbitration Committee shall be accepted as final and binding upon both parties; neither party shall seek recourse to a law court or other authorities to appeal for revision of the decision. Arbitration expenses shall be borne by the losing party. 17.(Warranty) Seller guarantees the quality of the workmanship and materials of its supply that will be used in this installation for a period of one year from the date of Final Acceptance Certificate of the Contract Equipment signing, but not to exceed twenty (20) months from date on which goods arrive at the port of Destination. Should any defects develop within said period, Seller shall supply replacement / repair parts, F.O.B. its shop in Livonia, Michigan, without charge, except for expendable items like recuperators, radiant tubes, etc., which will be replaced on a pro-rated basis. This guarantee, however, does not cover: ① Normal wear and tear Equipment not manufactured by the Seller will be guaranteed on the same terms as Seller's vendor's guarantee. In such case, Seller will provide full assistance to End-User's manufacturing process or the quality of End-User's product. Losses or damage resulting from equipment failure or from the time consumed in delivering, installing, or testing the equipment are not covered by the guarantee. In no event shall the Seller be liable for any special indirect or consequential damages or loss of profits for causes covered under this guarantee. Buyer ____ Notes 2. define v.t. 解释，规定，明确表示 3. fabricate v.t. 制作，装配，组合 4. revise v.t. 修订，修正，修改 5. ratify v.t. 批准，认可 6. accessory n. 附近，附属品 7. down adv. 现（付） 8. impede v.t. 妨碍，阻碍，阻止 9. impose v.t.i. 加（税；义务等） 10. default n. 不负责，不还债， v.i 不履行责任 11. proportionate adj. = proportional 适当比例的 12. under no circumstances 决不；无论在任何条件下均不可 13. proprietary adj. 专利的，所有人 14. insurrection n. 起义，暴动，造反 15. riot n. 暴乱，骚动 16. consequential adj. 随之发生的 17. demurrage n. 滞期费 18. indemnify sb. from (或 against) damage 保护某人不受损害 19. nominate v.t. 提名，任命，指定 20. umpire n. 公断人，仲裁人 21. confine v.t. 限制 22. vendor n. 卖主 Exercise 1. Translate the following terms into English. (1) 品质、数量和重量的异议与索赔：货到目的口岸后，买方如发现货物品质及/或数据/重量与合同规定不符，除属于保险公司及/或船公司的责任外，买方可以凭双方同意的检验机构出具的检验证明向卖方提出异议，品质异议须于货到目的口岸之日起30天内提出，数量/重量异议须于货到目的口之日起15天内提出。 |
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