Conditions Of Contract For The Purchase of Equipment

 

CONTRACT NO合同号:

 

　　 中国_________公司（根据中华人民共和国法律成立注册的公司，以下简称买方）为一方,与________公司（根据______国法律成立注册的公司，以下简称卖方）为另一方，双方通过友好协商同意就下列条款签订本合同。

　This Contract is made and entered into through friendly negotiation by and between China _____________Corporation, a corporation organized and existing under the laws of the People's Republic of China (hereinafter referred to as "the Buyer"), as one party and__________, a corporation organized and existing under the laws of __________ (hereinafter referred to as "the Seller"), as the other party, under the following terms and conditions:

 

1 Definition 定 义

In the Contract unless the context otherwise defines,

 除双方当事人另有明确的书面约定外，下列术语具有所指明的含义：

1.1 Contact Equipment means the equipment, materials, spare parts or any part thereof supplied by the Seller including those with which Contract Products are produced, details of which are specified in Appendix 1 and 3 to the Contract.

合同设备：卖方所提供的本合同附件一和附件三规定的用以生产合同产品的设备、设备、零部件或备件。

 

1.2 Contract Plant means the plant comprised of Contract Equipment, Technology and the complete sets of auxiliary facilities, details as per Appendix 3 to the Contract.

合同项目：卖方所提供的本合同附件三规定的用以生产合同产品的技术和设备以及买方提供的与这些技术和设备相配套的辅助设施。

 

1.3 Contract Product means the products manufactured in the Contract Plant, the technical specifications, performance and guarantee indices of which are specified in Appendix 3.

合同产品：本合同项目生产的具有本合同附件三规定的规格、性能、技术指标的产品。

 

1.4 Contract Price means the sum payable to the Seller under the Contract for full and proper performance of its contractual obligations, details of which are specified in Appendix 7.

合同价格：买方因卖方全部且适当履行合同义务而支付的本合同附件七规定的总价。

 

1.5 Contract Currency means the currency in which the payment is made under the Contract, namely________ .

合同币种：用以支付本合同价款的货币，即_________。

 

1.6 Both Parties' Banks, refer to______, as Buyer's Bank; _______, as Seller's Bank. 

买卖双方银行：买方银行为_________；卖方银行为__________。

 

2. The Equipment设备

2.1 The Equipment shall be to the reasonable satisfaction of the Purchaser and shall conform in all respects with any particulars specified in the Purchase Contract and in any variations thereto.

设备应该合理满足采购方的要求，应该各方面符合采购合同、修改的合同所规定的要求。

 

2.2 The Equipment shall conform in all respects with the requirements of any statutes, Contracts, regulations or bye-laws from time to time in force.

设备在各方面应符合生效的国家法律、命令、规定、或规章所规定的要求。

 

2.3 The Equipment shall be fit and sufficient for the purpose for which such Equipment are ordinarily used and for any particular purpose made known to the Supplier by the Purchaser and the Purchaser relies on the skill and judgement of the Supplier in the supply of the Equipment and the execution of the Contract.

设备应符合设备一般使用要求，应符合采购方依赖供应商技能和判断告知供应商实现特殊目的要求。

 

3. The price价格

3.1 The price of the Equipment shall be as stated on Purchase Contract and no increase will be accepted by the Purchaser unless agreed by him/her in writing before the execution of the Contract.

设备的价格应该在合同上标明，除非采购方书面同意，否则不允许任何加价。

 

3.2 Unless otherwise agreed in writing by the Purchaser, the Supplier shall render a separate invoice in respect of each consignment delivered under this Purchase Contract. Payment shall be due 30 days after receipt of the Equipment or the correct invoice thereof, whichever is the later.

除非采购方另有书面同意，否则供应商就该合同下的该发货单独开发票，货款应在收到设备或该批货的准确发票起（从后发生的日期起算）三十日内支付。

 

4. Delivery交付

4.1 The Equipment shall be delivered to the place named on the Purchase Contract. Any access to premises and any labour and equipment that may be provided by the Purchaser in connection with delivery shall be provided without acceptance by the Purchaser of any liability whatsoever and the Supplier shall indemnify the Purchaser in respect of any actions, suits, claims, demands, losses, charges, costs and expenses which the Purchaser may suffer or incur as a result of or in connection with any damage or injury (whether fatal or otherwise) occurring in the course of delivery or installation to the extent that any such damage or injury is attributable to any act or omission of the Supplier or any of his sub-contractors.

设备应交付至合同上指定的地点。采购方应就设备进入现场提供方便，提供可能要采购方提供的劳动力和设备，但采购方不承担任何责任。如因供应商或其分包商的任何行为或疏忽而在交付或安装过程中导致任何损害和损伤，而该损害和损伤所导致的任何诉讼、索赔、要求、损失、控告费、诉讼费等应由供应商承担。

 

4.2 Where any access to the premises is necessary in connection with delivery oR installation the Supplier and his sub-contractors shall at all time comply with the reasonable requirements of the Purchaser's Head of Security.

采购方必须提供设备交付和安装的场地，供应商和他的分包商应符合采购方安全负责人的合理要求。

 

4.3 The time of delivery shall be of the essence and failure to deliver within the time promised or specified shall enable the Purchaser (at his option) to release himself from any obligation to accept and pay for the Equipment and/or to cancel all or part of the Contract therefor, in either case without prejudice to his other rights and remedies.

交付时间是合同的最重要条款。供应商不能在承诺的或规定的时间内交付，则采购方有权解除自己的合同义务，在不损害自身权利和补偿的情况下，可以接受设备支付货款，也可以取消全部或部分合同。

 

5. Property and Risk所有权和风险

Property and risk in the Equipment shall without prejudice to any of the rights or remedies of the Purchaser (including the Purchaser's rights and remedies under Condition 7 hereof) pass to the Purchaser at the time of delivery.

设备的所有权和风险应在不损害采购权利和补偿（包括采购方根据第七条所享有的权利和补偿）的情况下，在交付时转移给采购方。

 

6. Damage in transit运输损失

On despatch of any consignment of the Equipment the Supplier shall send to the Purchaser at the address for delivery of the Equipment an advice note specifying the means of transport, the place and date of despatch, the number of packages and their weight and volume. The Supplier shall free of charge and as quickly as possible either repair or replace (as the Purchaser shall elect) such of the Equipment as may either be damaged in transit or having been placed in transit fail to be delivered to the Purchaser provided that:

在每批设备发出时，供应商应根据设备交付地址向采购方发出通知，告知运输方式、发货地点和日期、包裹号和它的重量和数量。在运输途中被损坏或已被售出不能交付采购方，供应商不需承担责任，应及时按采购方要求予以修补或更换，但规定如下：

 

a) in the case of damage to such Equipment in transit the Purchaser shall within thirty days of delivery give notice to the Supplier that the Equipment have been damaged; and

上述设备在运输途中损坏，采购方应在设备交付后的三十天内通知供应商。

 

b) in the case of non-delivery the Purchaser shall (provided that the Purchaser has been advised of the despatch of the Equipment) within ten days of the notified date of delivery give notice to the Supplier that the Equipment have not been delivered.

采购方在收到供应商发货通知后十天内仍未收到货，则应通知供应商。

 

7. Inspection, rejection and guarantee.检验、拒收和保证

7.1 The Supplier shall permit the Purchaser or his authorised representatives to make any inspections or tests he may reasonably require and the Supplier shall afford all reasonable facilities and assistance free of charge at his premises. No failure to make complaint at the time of such inspection or tests and no approval given during or after such tests or inspections shall constitute a waiver by the Purchaser of any rights or remedies in respect of the Equipment.

供应商允许供应商或供应商代表进行合理要求的检测和测试，并在自己场所免费提供合理的设置和帮助。采购方在检测和测试时没有提出投诉，或在在检测和测试期间或此后对设备进行认可，不代表采购方对设备放弃主张权利和补偿。

 

7.2 The Purchaser may by written notice to the Supplier reject any of the Equipment which fail to meet the requirements specified herein. Such notice shall be given within a reasonable time after delivery to the Purchaser of the Equipment concerned. If the Purchaser shall reject any of the Equipment pursuant to this Condition the Purchaser shall be entitled (without prejudice to his other rights and remedies) either:

如设备不符合规定的要求，采购方可以书面通知供应商拒收。采购方应在交付后的合理期限内通知供应商。如采购方根据条款拒收设备，则采购方有权在不损害自身其它权利和补偿的情况下选择如下方法：

 

a) to have the Equipment concerned as quickly as possible either repaired by the Supplier or (as the Purchaser shall elect) replaced by the Supplier with Equipment which comply in all respects with the requirements specified herein; or

要求供应商尽快修理或更换使在各方面都符合规定要求。

 

b) to obtain a refund from the Supplier in respect of the Equipment concerned.

要求供应商就不符合要求的设备退款。

 

7.3 The guarantee period applicable to the Equipment shall be 12 months from putting into service or 18 months from delivery, whichever shall be the shorter (subject to any alternative guarantee arrangements agreed in writing between the Purchaser and the Supplier). If the Purchaser shall within such guarantee period or within 30 days thereafter give notice in writing to the Supplier of any defect in any of the Equipment as may have arisen during such guarantee period under proper and normal use the Supplier shall (without prejudice to any other rights and remedies which the Purchaser may have) as quickly as possible remedy such defects (whether by repair or replacement as the Purchaser shall elect) without cost to the Purchaser.

设备的保质期是从投入使用起12个月或交付后18个月，适用较短的期限（符合合同双方书面保质期协议的规定）。采购方在保质期内或保质期后三十天内书面通知供应商在保质期内设备在适当、正常使用下出现疵瑕，供应商应在不损害采购方权利和补偿的情况下，根据采购方的选择，尽快免费进行修理或更换。

 

7.4 Any Equipment rejected or returned by the Purchaser as described in paragraphs 7.2 or 7.3 shall be returned to the Supplier at the Supplier's risk and expense.

根据第七条第二款或第七条第三款而被退回设备的退回费用和风险，由供应商承担。

 

8. Labelling and packaging 标识和包装

8.1 The Equipment shall be packed and marked in a proper manner and in accordance with the Purchaser's instructions and any statutory requirements and any requirements of the carriers. In particular the Equipment shall be marked with the Contract Number, the net, gross and tare weights, the name of the contents shall be clearly marked on each container and all containers of hazardous Equipment (and all documents relating thereto) shall bear prominent and adequate warnings. The Supplier shall indemnify the Purchaser against all actions, suits, claims, demands, losses, charges, costs and expenses which the Purchaser may suffer or incur as a result of or in connection with any breach of this condition

设备应根据采购方的指导、法律要求和承运方的要求进行适当地包装和标识。设备应被标上合同号、净重、毛重和皮重，设备名称应清楚地标识在每一集装箱上，危险物（和有关文件）的集装箱应有明显、适当的警示。因违反该条款而导致采购方可能遭受的任何诉讼、索赔、请求、损失、控告费、诉讼费和其它费用，由供应商赔偿。

 

8.2 All packaging materials will be considered non-returnable and will be destroyed unless the Supplier's advice note states that such materials will be charged for unless returned. The Purchaser accepts no liability in respect of the non-arrival at the Supplier's premises of empty packages returned by the Purchaser unless the Supplier shall within ten days of receiving notice from the Purchaser that the packages have been despatched notify the Purchaser of such non-arrival.

所有包装物将不予退回和销毁，除非供应商通知该包装物如不退回将要收费。采购方对由其退回的包装物没有到达供应商处承担任何责任，除非供应商在收到采购方已退回通知后十天内通知采购方包装物没有到达。

 

9. Patents and Information.专利和信息

9.1 It shall be a condition of this Contract that, except to the extent that the Equipment are made up in accordance with designs furnished by the Purchaser, none of the Equipment will infringe any patent, trade mark, registered design, copyright or other right in the nature of industrial property of any third party and the Supplier shall indemnify the Purchaser against all actions, suits, claims, demands, losses, charges, costs and expenses which the Purchaser may suffer or incur as a result of or in connection with any breach of this Condition.

除非设备是根据采购方提供的设计制作的，否则任何设备不能侵犯第三方的专利权、商标权、注册设计权、著作权或其它工业产权。因违反该条款而导致采购方可能遭受的任何诉讼、索赔、请求、损失、控告费、诉讼费和其它费用，由供应商赔偿。

 

9.2 All rights (including ownership and copyright) in any specifications, instructions, plans, drawings, patterns, models, designs or other material furnished to or made available to the Supplier by the Purchaser pursuant to this Contract shall remain vested solely in the Purchaser and the Supplier shall not (except to the extent necessary for the implementation of this Contract) without prior written consent of the Purchaser use or disclose any such specifications, plans, drawings, patterns, models or designs or any information (whether or not relevant to this Contract) which the Supplier may obtain pursuant to this Contract and in particular (but without prejudice to the generally of the foregoing) the Supplier shall not refer to the Purchaser or the Contract in any advertisement without the Purchaser's prior written agreement.

采购方根据合同提供给供应商的说明书、指示书、计划、图纸、专利、模型、设计和其它设备的所有权利（包括所有权和著作权）应属于采购方，供应商未经采购方的书面同意使用、披露任何说明书、指示书、计划、图纸、专利、模型、设计和供应商可能从采购方处获得且不损坏采购方利益的其它信息（无论是否与该合同有关），除非履行合同有必要使用或披露。供应商未给采购方书面同意，不得在任何广告中提到采购方。

 

10. Health and Safety 健康和安全

The Supplier represents and warrants to the Purchaser that the Supplier has satisfied himself that all necessary tests and examinations have been made or will be made prior to delivery of the Equipment to ensure that the Equipment are designed and constructed so as to be safe and without risk to the health or safety of persons using the same, and that he had made available to the Purchaser adequate information about the use for which the Equipment have been designed and have been tested and about any conditions necessary to ensure that when put to use the Equipment will be safe and without risk to health. The Supplier shall indemnify the Purchaser against all actions, suits, claims, demands, losses, charges, costs and expenses which the Purchaser may suffer or incur as a result of or in connection with any breach of this Condition

供应商保证所有必要的测试和检测已做过，或在设备交付前做测试和检测，以确保设备在设计上和结构上都是安全的，不存在对人身健康和安全的损害。供应商保证已向采购方提供了有关该设备设计上和经检测都是适用使用的充足信息，和当设备被投入使用时保证安全对安全没有损害的必要条件。因违反该条款而导致采购方可能遭受的任何诉讼、索赔、请求、损失、控告费、诉讼费和其它费用，由供应商赔偿。

 

11. Indemnity and Insurance 赔偿和保险

11.1 Without prejudice to any rights or remedies of the Purchaser (including the Purchaser's rights and remedies under Condition 7 hereof) the Supplier shall indemnify the Purchaser against all actions, suits, claims demands, losses, charges, costs and expenses which the purchaser may suffer or incur as a result of or in connection with any damage to property or in respect of any injury (whether fatal or otherwise) to any person which may result directly or indirectly from any defect in the Equipment or the negligent or wrongful act or omission of the Supplier.

不在损害采购方的任何权利和补偿（包括第七条规定的采购方的权利和补偿）的情况下，因产品存在瑕疵，或供应商的疏忽、不当行为或不行为直接或间接导致财产损失或人身损害而导致采购方可能遭受的任何诉讼、索赔、请求、损失、控告费、诉讼费和其它费用，由供应商赔偿。

 

11.2 The Supplier shall effect with a reputable insurance company a policy or policies of insurance covering all the matters which are the subject of indemnities under these Conditions and shall at the request of the Purchaser produce the relevant policy or policies together with receipts or other evidence of payment of the latest premium due thereunder.

供应商应就合同项下的有关赔偿事项向知名保险公司购买一份或多份保险，并在采购方的要求下出示相关保单和最近支付保险费的收据及其它证据。

 

12. Confidentiality保密

12.1 The Supplier shall keep secret and not disclose and shall procure that his employees keep secret and do not disclose any information of a confidential nature obtained by him by reason of this Contract except information which is in the public domain otherwise than by reason of a breach of this provision

供应商应有义务自已或要求员工对通过合同从采购方处获得的保密性质的信息进行保密、不得披露，否则就是违约，除非该信息属于公众知晓信息。

 

12.2 The provisions of this condition 12 shall apply during the continuance of this Contract and after its termination howsoever arising.

第12 条规定应在合同期间、终止期后（不论因何原因终止）均适用。

 

13. Termination on supplier's insolvency 供应商破产终止合同

Without prejudice to any other rights or remedies of the Purchaser under this Contract the Purchaser shall have the right forthwith to terminate this Contract by written notice to the Supplier or his trustee in bankruptcy or receiver or (if a company) liquidator or administrator if the Supplier shall have a receiver appointed over all or a substantial part of his or its assets or (if an individual) be declared bankrupt or (if a company) shall go into liquidation or have an administrator appointed to manage its affairs.

在不损害采购方任何权利和补偿的情况下，如果供应商资不抵债或者破产清算，采购方有权以书面通知方式立即终止本订单。

 

14. Assignment and Sub-contracting 转让和分包

14.1 The Supplier shall not without the written consent of the Purchaser assign the benefit or burden of this Contract or any part thereof.

供应商未经采购方书面通知，不得转让全部或部分合同的权利和义务。

 

14.2 No sub-contracting by the Supplier shall in any way relieve the Supplier of any of his responsibilities under this Contract.

供应商的任何分包都不能免除供应商的责任。

 

14.3 Where the Purchaser enters a sub-contract with a Supplier or contractor for the purpose of performing the Contract, he shall cause a clause to be included in such sub-contract which requires payment to be made to the Supplier or contractor within a specified period not exceeding 30 days from receipt of a valid invoice as defined by the sub-contract requirement.

凡采购方为履行合同方便而与供应商或承包商达成分包合同，则采购方应在分包合同中加入“采购方在收到分包合同定义的有效发票后不超过三十天内支付供应商或承包商货款”的条款。

 

15. Notices通知

Any notices to be given under this Contract shall be delivered personally or sent by post or by facsimile transmission to the Facilities Manager (in the case of the Client) or to the address set out in this Contract (in the case of the Contractor). Any such notice shall be deemed to be served, if delivered personally, at the time of delivery, if sent by post, 48 hours after posting or, if sent by telex or facsimile transmission, 12 hours after proper transmission.

合同项下通知应亲自送达或通过邮件、传真给客户的设备经理或至合同上注明的承包商的地址。如亲自交付，则交付时视为送达，如通过邮寄，则在寄出后四十八小时时视为送达，如通过电传、传真，则发出后一二小时视为送达。

 

16. Environmental matters 环境问题

16.1 The Supplier confirms that the process used in the manufacture of the Equipment relied on minimal dependence and use of ozone depleting substances, toxic chemicals and other pollutants including lead, methyl chloroform and formaldehyde.

供应商确认在设备生产过程中最小限度地使用臭氧物质、有毒化学物、和包括铅、甲基、氯仿和甲醛在内的其它污染物。

 

17. Law and jurisdiction法律适应和管辖

本合同按照中国法律予以管辖和解释；中国法院具有司法管辖权。

 This Contract shall be governed by and interpreted in accordance with China Law and the parties submit to the jurisdiction of the China courts.