10 rules for buyer personal development
Incoterms2010英文解释
Incoterms2010英文解释RULES FOR ANY MODE OR MODES OF TRANSPORTEXW Ex Works“Ex Works” means that the seller delivers when it places the goods at the disposal of the buyer at the seller’s premises or at another named place (i.e.,works, factory, warehouse, etc.). The seller does not need to load the goods on any collecting vehicle, nor does it need to clear the goods for export, where such clearance is applicable.FCA Free Carrier“Free Carrier” means that the seller delivers the goods to the carrier or another person nominated by the buyer at the seller’s premises or another na med place. The parties are well advised to specify as clearly as possible the point within the named place of delivery, as the risk passes to the buyer at that point.CPT Carriage Paid To“Carriage Paid To” means that the seller delivers the goods to th e carrier or another person nominated by the seller at an agreed place (if any such place is agreed between parties) and that the seller must contract for and pay the costs of carriage necessary to bring the goods to the named place of destination.CIP Carriage And Insurance Paid To“Carriage and Insurance Paid to” means that the seller delivers the goods to the carrier or another person nominated by the seller at an agreed place (if any such place is agreed between parties) and that the seller must contract for an pay the costs of carriage necessary to bring the goods to the named place of destination.‘The seller also c ontracts for insurance cover against the buyer’s risk of loss of or damage to the goods during the carriage. The buyer should note that under CIP the seller is required to obtain insurance only on minimum cover. Should the buyer wish to have more insurance protection, it will need either to agree as much expressly with the seller or to make its own extra insurance arrangements.”DAT Delivered At Terminal“Delivered at Terminal” means that the seller delivers when the goods, once unloaded from the arriving means of transport, are placed at the disposal of the buyer at a named terminal at the named port or place of destination. “Terminal” includes a place, whether covered or not, such as a quay, warehouse, container yard or road, rail or air cargo terminal. The seller bears all risks involved in bringing the goods to and unloading them at the terminal at the named port or place of destination.DAP Delivered At Place“Delivered at Place” means that the seller delivers when the goods are placed at the disposal of the buyer on the arriving means of transport ready for unloading at the named place of destination. The seller bears all risks involved in bringing the goods to the named place.DDP Delivered Duty Paid“Delivered Duty Paid” means that the seller delivers the goods when the goods are placed at the disposal of the buyer, cleared for import on the arriving means of transport ready for unloading at the named place of destination. The seller bears all the costs and risks involved in bringing the goods to the place of destination and has an obligation to clear the goods not only for export but also for import, to pay any duty for both export andimport and to carry out all customs formalities.RULES FOR SEA AND INLAND WATERWAY TRANSPORTFAS Free Alongside Ship“Free Alongside Ship” means that the seller delivers when the goods are placed alongside the vessel (e.g., on a quay or a barge) nominated by the buyer at the named port of shipment. The risk of loss of or damage to the goods passes when the goods are alongside the ship, and the buyer bears all costs from that moment onwards.FOB Free On Board“Free On Board” means that the seller delivers the goods on board the vessel nominated by the buyer at the named port of shipment or procures the goods already so delivered. The risk of loss of or damage to the goods passes when the goods are on board the vessel, and the buyer bears all costs from that moment onwards.CFR Cost and Freight“Cost and Freight” means that the seller delivers the goods on board the vessel or procures the goods already so delivered. The risk of loss of or damage to the goods passes when the goods are on board the vessel. the seller must contract for and pay the costs and freight necessary to bring the goods to the named port of destination.CIF Cost, Insurance and Freight“Cost, Insurance and Freight” means that the seller delivers the goods on board the vessel or procures the goods already so delivered. The risk of loss of or damage to the goods passes when the goods are on board the vessel. The seller must contract for and pay the costs and freight necessary to bring the goods to the named port of destination.‘The seller als o contracts for insurance cover against the buyer’s risk of loss of or damage to the goods during the carriage. The buyer should note that under CIF the seller is required to obtain insurance only on minimum cover. Should the buyer wish to have more insurance protection, it will need either to agree as much expressly with the seller or to make its own extra insurance arra ngements.”。
Intercoms-2010中英对照
Incoterms®2010ICC rulesfor the use of domestic andinternational trade termsEntry into force: 1 January 2011Copyright○C 2010版权○C 2010International Chamber of Commerce国际商会All rights reserved. This collective work was initiated by ICC which holds all rights as defined by the French Code of Intellectual Property. No part of this work may be reproduced or copied in any form or by any means –graphic, electronic, or mechanical, including photocopying, scanning, recording, taping, or information retrieval systems – without written permission of ICC Services, Publications Department.版权所有，违者必究。
本作品由国际商会集体发起创作，国际商会享有法国知识产权法典所规定的所有权利。
未经国际商会服务中心出版社允许，不得以任何形式或方法对本作品任何一部分进行复制包括以印刷、电子或机械的形式进行复印、扫描、记录、录音或者用于信息检索系统等。
ICC ServicesPublications38 Cours Albert 1er75008 ParisFranceICC Publication No. 715EISBN:978-92-842-0080-1CONTENTS目录Foreword 4前言4Introduction 5引言5INCOTERMS○R 2010国际贸易术语○R2010Rules for any mode or modes of transport 15适用于所有运输方式的规则15EXW 15工厂交货15FCA 23货交承运人23CPT 33运费付至33CIP 41运费保险费付至41DAT 53终点站交货53DAP 61地点交货61DDP 69完税交货69Rules for sea and inland waterway transport只适用于海运和内河运输的规则FAS 79船边交货79FOB 87船上交货87CFR 95成本加运费95CIF 105成本运费保险费105Incoterms○R 2010 Drafting Group 119国际贸易术语○R2010 起草小组119ICC Dispute Resolution 124ICC争议解决124Copyright notice and synopsis of trademark usage rules 125版权声明和商标使用规则简介125ICC at a glance 126ICC一览126Other Incoterms○R 2010 products 127其他的国际贸易术语○R2010产品127ICC publication for global business 128ICC全球商业出版社128ForewordBy Rajat Gupta，ICC CbairmanThe global economy has given business broader access than ever before to markets all over the world. Goods are sold in more countries，in large quantities, and in greater variety. But as the volume and complexity of global sales increase, so do possibilities for misunderstandings and costly disputes when sale contracts are not adequately drafted.The Incoterms® rules, the ICC rules on the use of domestic and international trade terms, facilitate the conduct of global trade. Reference to an Icoterms 2010 rule in a sale contract clearly defines the parties' respective obligations and reduces the risk of legal complications.前言国际商会主席Rajat Gupta全球经济一体化使得商业通向世界各地市场的途径空前宽广。
国际保理业务通用规则(2010年6月)英文版
FCI GENERAL RULES FOR INTERNATIONAL FACTORING(Printed June 2010)TABLE OF CONTENTSSECTION I GENERAL PROVISIONSArticle 1 Factoring contracts and receivablesArticle 2 Parties taking part in two-factor international factoringArticle 3 Receivables includedArticle 4 Common languageArticle 5 Time limitsArticle 6 WritingArticle 7 Deviating agreementsArticle 8 Numbering systemArticle 9 Commission/RemunerationArticle 10 Settlement of Disagreements between Export Factor and Import FactorArticle 11 Good faith and mutual assistanceSECTION II ASSIGNMENT OF RECEIVABLESArticle 12 AssignmentArticle 13 Validity of assignmentArticle 14 Documentation relating to receivablesArticle 15 Reassignment of receivablesSECTION III CREDIT RISKArticle 16 Definition of credit riskArticle 17 Approvals and requests for approvalsArticle 18 Reduction or cancellationArticle 19 Obligation of Export Factor to assignSECTION IV COLLECTION OF RECEIVABLESArticle 20 Rights of the Import FactorArticle 21 CollectionArticle 22 Unapproved receivablesSECTION V TRANSFER OF FUNDSArticle 23 Transfer of paymentsArticle 24 Payment under guaranteeArticle 25 Prohibitions against assignmentsArticle 26 Late paymentsSECTION VI DISPUTESArticle 27 DisputesSECTION VII REPRESENTATIONS, WARRANTIES AND UNDERTAKINGSArticle 28 Representations, warranties and undertakingsSECTION VIII MISCELLANEOUSArticle 29 Communication and electronic data interchange (EDI)Article 30 Accounts and reportsArticle 31 IndemnificationArticle 32 Breaches of provisions of these RulesSECTION I General provisionsArticle 1 Factoring contracts and receivablesA factoring contract means a contract pursuant to which a supplier may or will assign accounts receivabl e (referred to in these Rules as “receivables” which expression, where the context allows, also includes parts of receivables) to a factor, whether or not for the purpose of finance, for at least one of the following functions: - Receivables ledgering- Collection of receivables- Protection against bad debtsArticle 2 Parties taking part in two-factor international factoringThe parties taking part in two-factor international factoring transactions are:(i) the supplier (also commonly referred to as client or seller),the party who invoices for the supply of goods or the rendering of services; (ii) the debtor (also commonly referred to as buyer or customer),the party who is liable for payment of the receivables from the supply of goods or rendering of services;(iii) The Export Factor,the party to which the supplier assigns his receivables in accordance with the factoring contract;(iv) the Import Factor,the party to which the receivables are assigned by the Export Factor in accordance with these Rules.Article 3 Receivables includedThese Rules shall cover only receivables arising from sales on credit terms of goods and/or services provided by any supplier who has an agreement with an Export Factor to or for debtors located in any country in which an Import Factor provides factoring services. Excluded are sales based on letters of credit (other than standby letters of credit), or cash against documents or any kind of sales for cash.Article 4 Common languageThe language for communication between Import Factor and Export Factor is English. When information in another language is provided an English translation must be attached.Article 5 Time limitsExcept as otherwise specified the time limits set forth in these Rules shall be understood as calendar days. Where a time limit expires on a non-working day or any declared public holiday of the Export Factor or the Import Factor, the period of time in question is extended until the first following working day of the factor concerned.Article 6 Writing“Writing” means any method by which a communication may be recorded in a permanent form so that it may be re-produced and used at any time after its creation. Where a writing is to be signed, that requirement is met if, by agreement between the parties to the writing, the writing identifies the originator of the writing and indicates his approval of the communication contained in the writing.(N.B.: Article 6 amended June 2006)Article 7 Deviating agreementsAn agreement in writing made between an Export Factor and an Import Factor (and signed by both of them), which conflicts with, differs from or extends beyond the terms of these Rules, shall take precedence over and supersede any other or contrary condition, stipulation or provision in these Rules relating to the subject matter of that agreement but in all other respects shall be subject to and dealt with as part of these Rules.(N.B.: Article 7 amended June 2004.)Article 8 Numbering systemIn order to identify exactly all suppliers, debtors, Import Factors and Export Factors, an appropriate numbering system must be agreed upon between Export Factor and Import Factor.Article 9 Commission / Remuneration(i) The Import Factor shall be entitled to commissions and/or charges for hisservices on the basis of the structure and terms of payment as promulgated by the FCI Council from time to time.(ii) The agreed commissions and/or charges must be paid in accordance with those terms of payment in the agreed currencies. A party delaying payment shall incur interest and the equivalent of any exchange losses resulting from the delay in accordance with Article 26.(iii) In case of a reassignment of a receivable the Import Factor has nevertheless the right to the commission or charges.Article 10 Settlement of disagreements between Export Factor and Import Factor(i) All disagreements arising between an Export Factor and an Import Factor inconnection with any international factoring transactions shall be settled under the Rules of Arbitration provided that both are members of FCI at the time of the inception of the transaction.(ii) Furthermore any such disagreement may be so settled if only one of the parties is a member of FCI at the time of request for arbitration provided that the other party accepts or has accepted such arbitration.(iii) The award shall be final and binding.Article 11 Good faith and mutual assistanceUnder these Rules all duties shall be performed and all rights exercised in good faith. Each of the Export Factor and Import Factor shall act in every way to help the other’s interest and each of them undertakes to the best of his ability to assist the other at all times in obtaining any document that may assist the other to carry out his duties and/or to protect his interests. Each of the Import Factor and the Export Factor undertakes that each will inform the other immediately of any fact or matter which comes to his attention and which may adversely affect the collection of any receivable or the creditworthiness of any debtor.SECTION II Assignment of receivablesArticle 12 Assignment(i) The assignment of a receivable implies and constitutes the transfer of all rightsand interest in and title to such receivable by any means. For the purpose of this definition the granting of a security right over a receivable is deemed to be its transfer(ii)By reason of the assignment to the Import Factor of full ownership of each receivable, the Import Factor shall have the right of bringing suit and otherwise enforcing collection either in his own name or jointly with that of the Export Factor and/or that of the supplier and the right to endorse debtor’s remittances for the collection in the Export Factor’s name or in the name of such supplier and the Import Factor shall have the benefit of all rights of lien, stoppage in transit and all other rights of the unpaid supplier to goods which may be rejected or returned by debtors.(iii) All assignments of receivables must be in writing.(N.B.: New Paragraph (ii) added, previous (ii) becomes (iii) June 2009.)Article 13 Validity of assignment(i) The Import Factor is obliged, as regards the law of the debtor’s country, toinform the Export Factor of:(a) the wording and formalities of the notice of assignment; and(b) any elements in an assignment that are necessary to safeguard theExport Factor against claims of third parties.The Import Factor warrants the effectiveness of his advice.(ii) The Export Factor, whilst relying on the Import Factor’s advice under paragraph (i) of this Article as regards the la w of the debtor’s country, shall be responsible for the effectiveness of the assignment to him by the supplier and of his assignment to the Import Factor including their effectiveness against the claims of third parties and in the insolvency of the supplier.(iii) If the Export Factor requests a particular assignment, enforceable against third parties, the Import Factor is obliged to act accordingly as far as he is able to do so in accordance with the applicable law, at the expense of the Export Factor. (iv) Whenever the assignment of a receivable needs special documentation or a confirmation in writing in order to be valid and enforceable, at the request of the Import Factor the Export Factor must provide such documentation and/or confirmation in the prescribed way.(v) If the Export Factor shall fail to provide such documentation or confirmation in relation to that receivable within 30 days of the receipt of the Import Factor’s request, then the Import Factor may reassign such receivable.(N.B.: Paragraphs (i) and (ii) amended June 2004.)Article 14 Documentation relating to receivables(i) The Import Factor must receive details of invoices and credit notes relating toany receivable assigned to him without undue delay and in the case of invoices in any event before the due date of the receivable. For the purpose of the GRIF, the “due date” of any receivable shall mean the date specified for payment of the receivable as stated in the contract of sale, provided, however, that if such contract specifies payments in instalments then, unless otherwise dictated by the contract, each instalment shall be treated as having a separate due date. (ii) The Import Factor may require that the original documents evidencing title, including the negotiable shipping documents and/or insurance certificate, are forwarded through him.(iii) At the request of the Import Factor and if then needed for the collection of a receivable the Export Factor must promptly provide any or all of the following as proof and in any event within the following time periods:(a) 10 days from the receipt of the request, an exact copy of the invoiceissued to the debtor;(b) 30 days from the receipt of that request:(1) evidence of shipment;(2) evidence of fulfilment of the contract of sale and/or serviceswhere applicable;(3) any other documents which have been requested beforeshipment.(iv) If the Export Factor:(a) does not provide the documents referred to in Article 14 (iii); or(b) fails to provide a reason for that delay and a request for further time,both acceptable to the Import Factor;within the prescribed time limits, then the Import Factor shall be entitled to reassign the relevant receivable.(v) The time limit for the Import Factor to be entitled to request these documents from the Export Factor shall be 270 days after due date of the receivable.(N.B.: Paragraph (iv) added June 2004 - previous (iv) moved to Paragraph (v); Paragraph (i) amended June 2005, June 2006 and June 2010.)Article 15 Reassignment of receivables(i) Any reassignment of a receivable under Article 13 (v) or Article 14 (iv) mustbe made by the Import Factor no later than the 60th day after his first request for the relevant documents, or, if later, the 30th day after the end of any extended time granted by the Import Factor under Article 14 (iv).(ii) In the event of any reassignment of a receivable permitted to the Import Factor under this article or under paragraph (vii) of Article 27, except as provided in paragraph (iv) of this Article, the Import Factor shall be relieved of all obligations in respect of the reassigned receivable and may recover from the Export Factor any amount paid by the Import Factor in respect of it.(iii) Every such reassignment must be in writing.(iv) If any payment shall be received by the Import Factor from the debtor in respect of any receivable so reassigned before notice of that reassignment shall have been received by the debtor then the Import Factor shall hold that payment for the benefit of, and remit it to, the Export Factor promptly.(N.B.: Paragraph (i) amended June 2004 and again September 2008. In June 2010 Paragraph (ii) amended and Paragraph (iv) added)SECTION III Credit RiskArticle 16 Definition of credit risk(i) The credit risk is the risk that the debtor will fail to pay a receivable in fullwithin 90 days of its due date otherwise than by reason of a dispute.(ii) The assumption by the Import Factor of the credit risk on receivables assigned to him is conditional upon his written approval covering such receivables. Article 17 Approvals and requests for approvals(i) Requests of the Export Factor to the Import Factor for the assumption of thecredit risk, which may be for the approval of individual orders or of credit lines,must be in writing and must contain all the necessary information to enable the Import Factor to appraise the credit risk and the normal payments terms.(ii) If the Import Factor cannot confirm the exact identification of the debtor as submitted to him he may amend these details in his reply. Any approval shall apply only to the exact identity of the debtor given by the Import Factor in that approval(iii) The Import Factor must, without delay and, in any event, not later than 10 days from receipt of the request, advise the Export Factor of his decision in writing. If, within the said period, the Import Factor cannot make a decision he must, at the earliest, and before the expiry of the period so advise the Export Factor.(iv) The approval shall apply up to the amount approved to the following receivables owed by the debtor:(a) those on the Import Factor’s records on the date of approval;(b) those arising from shipments made up to 30 days before the date ofrequest for approval;and shall be conditional in each case, upon the receipt by the ImportFactor of the invoice details and the documents as stipulated in Article14.(v)(a) Approval in full or in part of an individual order binds the Import Factor to assume the approved credit risk provided that the shipment ofthe goods is made not later than the date of shipment, if any, stated inthe request for the assumption of credit risk or any earlier expiry dateindicated by the Import Factor in the approval.(b) The approval of a credit line binds the Import Factor to assume creditrisk on those receivables up to the approved amount for shipmentsmade before cancellation or expiry date of the line.(c) The word “goods” includes “services” and the expression “shipmentsmade” includes “services performed”.(d) Shipment in relation to goods occurs when they are placed in transit toor to the order of the debtor whether by common carrier or the debtor’sor supplier’s own transport and in relation to services when they arecompleted.(vi) A credit line is a revolving approval of receivables on a debtor’s account with one supplier up to the amount of the credit line. Revolving means that, while the credit line remains in force, receivables in excess of the line will succeed amounts within the line which are paid by the debtor or the Import Factor or credited to the debtor.The succession of such receivables shall take place in the order in which they are due for payment and shall be limited at any time to the amount then so paid or credited.Where 2 or more receivables are due for payment on the same date then their succession shall take place in accordance with the order of their respective invoice numbers.(vii)All approvals are given on the basis that each account receivable is in conformity with the terms of payment (with a permissible occasional variation of 100% or 45 days whichever period is shorter) contained in the pertinent information upon which such approval was granted. However, no such variation, which extends the credit beyond any credit period specified as a maximum by the Import Factor in the approval, shall be permitted.(viii) The approval shall be given in the same currency as the request. However, the credit line covers receivables represented by invoices expressed not only in that currency, but also in other currencies; but in all cases the risk to the Import Factor shall not at any time exceed the amount of the original approval. (ix) There shall be only one credit line for each supplier on each debtor and any new credit line shall cancel and replace all previous credit lines for the same supplier on the same debtor in whatever currency denominated.(x) If it is known to the Import Factor that it is the practice of the debtor to prohibit assignments of receivables owing by him then the Import Factor shall so inform the Export Factor in giving his approval or as soon as it is known to the Import Factor if later.(N.B. Paragraphs (iv) (v) and vi) amended October 2007. Paragraphs (i), (v), and (vii) amended September 2008. Paragraph (v) amended June 2009 and again June 2010.)Article 18 Reduction or cancellation(i) For good reason the Import Factor shall have the right to reduce or cancel theindividual order approval or the credit line. Such cancellation or reduction must take place in writing or by telephone (to be confirmed in writing).Upon receipt of such notice of cancellation or reduction the Export Factor shall immediately notify the supplier and such cancellation or reduction shall be effective as to shipments made and/or services performed after the supplier’s receipt of su ch notice. On or after the sending of any such notice of cancellation or reduction to the Export Factor, the Import Factor shall have the right to send such notice also direct to the supplier, but he shall inform the Export Factor of such an action.The Export Factor shall cooperate, and shall ensure that the supplier shall cooperate, with the Import Factor to stop any goods in transit and thus minimise the Import Factor’s loss. The Export Factor undertakes to give the Import Factor all assistance possible in such circumstances.(ii) On the effective date of the termination of the contract between supplier and Export Factor all order approvals and credit lines are immediately cancelled without notice, but shall remain valid for any receivable relating to a shipment made and services performed before the date of termination provided that the receivable is assigned to the Import Factor within 30 days of that date.(iii) When the cancellation of the credit line is effective or the credit line has expired then:(a) the right of succession ceases and thereafter, except as provided insub-paragraphs (b) and (c) of this paragraph, any payment or credit(other than a payment or credit in connection with a transactionexcluded in Article 3) may be applied by the Import Factor insatisfaction of approved receivables in priority to unapprovedreceivables;(b) if any such credit relates to an unapproved receivable and the ExportFactor establishes to the satisfaction of the Import Factor that the creditarose solely from the failure to ship or a stoppage in transit, the creditshall be applied to such unapproved receivable; and(c) any monies subsequently received by the Import Factor resulting froma general distribution from the estate of the debtor in respect ofreceivables assigned by the Export Factor or the relevant supplier shallbe shared between the Import Factor and the Export Factor inproportion to their respective interests in the amount owing by thedebtor as at the date of the distribution.(N.B. Paragraph (iii) (b) and (c) amended June 2003. Paragraph (ii) amended June 2006. Paragraphs (i) and (ii) amended October 2007 and again September 2008 and again June 2009.)Article 19 Obligation of Export Factor to assign(i) Subject to the provisions of paragraph (ii) and (iii) of this Article the ExportFactor may, but is not obliged to, offer to the Import Factor all receivables, owing by debtors in any one country and relating to one supplier, which have been assigned to the Export Factor.(ii) The Export Factor shall inform the Import Factor whether or not the Export Factor’s agreement is to include the whole turnover on credit terms to the debtor’s country.(iii) When the Import Factor has approved a credit line on a debtor and a receivable owing by that debtor has been assigned to the Import Factor, then all subsequent receivables of that supplier in respect of that debtor must be assigned to the Import Factor, even when the receivables are only partly approved or not approved at all.(iv) When the Import Factor decides to cancel a credit line, the obligation for the Export Factor continues to exist until all approved receivables have been paid or otherwise provided for; in other words, until the Import Factor is “out of risk”. However, after cancellation of th e contract between the Export Factor and the supplier, further assignments of receivables cannot be expected.(N.B. Paragraph (i) amended, old Paragraph (iii) deleted, Paragraphs (iv) & (v) become (iii) & (iv) June 2006. Paragraph (ii) amended October 2007.)SECTION IV Collection of receivablesArticle 20 Rights of the Import Factor(i) If any cash, cheque, draft, note or other instrument in payment of anyreceivables assigned to the Import Factor is received by the Export Factor or any of his suppliers, the Export Factor must immediately inform the Import Factor of such receipt. It shall be held in trust by the Export Factor or such supplier on behalf of the Import Factor and shall, if so requested by the Import Factor, be duly endorsed and delivered promptly to him.(ii) If the sales contract contains a prohibition of assignment the Import Factor shall have the same rights as set forth in paragraph (ii) of Article 12 as agent for the Export Factor and/or the supplier.(iii) If the Import Factor:(a) is unable to obtain judgement in respect of any receivable assigned tohim in the courts, any arbitration panel or other tribunal of competentjurisdiction of the debtor’s country (collectively, a “Tribunal”) byreason only of:(1) clear and convincing language relating to jurisdiction oralternate dispute resolution in the contract of sale between thesupplier and the debtor which gave rise to that receivable; or(2) denial of jurisdiction to proceed in the debtor’s country by anysuch Tribunal; and(b) informs the Export Factor of that inability within 365 days of the duedate of the invoice representing that receivable;then the Import Factor may immediately reassign that receivable and recover from the Export Factor any amount paid in respect of it under paragraph (ii) of Article 24.(iv) If, within 3 years from the date of any reassignment referred to in paragraph (iii) of this article, the Export Factor or the supplier shall have obtained a judgement or award by any Tribunal in relation to the reassigned receivable against the debtor enforceable in the debtor’s country, then, to the extent that the receivable had been approved, the Import Factor shall:(a) accept an assignment of all the rights against the debtor under thatjudgement and again accept the receivable as approved; and(b) make payment under guarantee within 14 days of the date on whichpayment is to be made by the debtor according to the judgementprovided that the assignment required under paragraph (iv) (a) of thisArticle has been made effectively by the Export Factor within thatperiod.All costs in relation to the obtaining of judgement under this Article shall be the responsibility of the Export Factor.(N.B.: Old Paragraph (i) deleted June 2009. Paragraph (ii) became (iii) and amended June 2004 and June 2009. Paragraph (iv) added June 2009)Article 21 Collection(i) The responsibility for collection of all receivables assigned to the ImportFactor rests with him and he shall use his best endeavours promptly to collect all such receivables whether approved or unapproved.(ii) Except as provided in Article 27 when the total amount of receivables owing by a debtor at any one time is approved in part:(a) the Import Factor shall be entitled to take legal proceedings for therecovery of all such receivables without obtaining the prior consent ofthe Export Factor but the Import Factor shall inform the Export Factorof such action;(b) if the Export Factor notifies the Import Factor of his disagreement withsuch legal proceedings, which are then accordingly terminated, theImport Factor shall be entitled to reassign all receivables then owingby the debtor and to be reimbursed by the Export Factor with theamount of all costs and expenses incurred by the Import Factor in suchproceedings and the provisions of paragraphs (ii) and (iii) of Article 15will apply to that reassignment; and(c) except as provided in paragraph (ii) b) of this Article the costs andexpenses of such legal proceedings shall be borne by the Import Factorand the Export Factor in proportion to the respective amounts of theapproved and unapproved parts of the outstanding receivables.Article 22 Unapproved receivables(i) When all receivables owing by a debtor at any one time are whollyunapproved:(a) the Import Factor shall obtain the consent of the Export Factor beforeincurring legal and other costs and expenses (other than the ImportFactor’s own and administrative costs and expenses) relating to theircollection;(b) such legal and other costs and expenses shall be the responsibility ofthe Export Factor and the Import Factor shall not be responsible forany loss and/or costs which are attributable to any delay in the givingof such consent by the Export Factor;(c) If the Export Factor does not answer the Import Factor’s request forconsent within 30 days, the Import Factor is entitled to reassign thereceivables then or any time thereafter;(d) The Import Factor shall be entitled on demand to a deposit from theExport Factor to cover fully or partly the amount of the estimated coststo be incurred in the collection of such receivables.SECTION V Transfer of fundsArticle 23 Transfer of payments(i) When any payment is made by the debtor to the Import Factor in respect ofany receivable assigned to him he shall pay in the currency of the invoice the equivalent of the net amount received in his bank to the Export Factor immediately after the value date or the date of the Import Factor’s receipt of the bank’s notification of the amount received whichever is later except to the extent of any previous payment under guarantee.(ii) All payments, irrespective of the amount, shall be transferred daily via SWIFT or a similar system.(iii) Not later than the day of the transfer the Import Factor shall provide a report showing the allocation of the amount transferred.(iv) The Export Factor shall repay to the Import Factor on his demand:(a) any payment made by him to the Export Factor if the debtor’s paymentto the Import Factor was made by a payment instrument subsequentlydishonoured (cheque or equivalent) provided that:。
联合国国际货物买卖合同公约原文
联合国国际货物买卖合同公约原文|全文United Nations Convention On Contracts For The International Sale Of Goods, 1980 ( CISG )Lex MercatoriaMembership SalesBibliography C.M Germain Bibliography P. WinshipPace IICL CISG Freiburg CISGUNCITRALLM A-ZLM toc LM 19**United Nations Convention On Contracts For The International Sale Of Goods, 1980 ( CISG ) { 1 }PART I - Sphere of Application and General Provisions{ 7 }Chapter I - Sphere of Application{ 8 }Article 1{ 9 }Article 2{ 15 }Article 3{ 23 }Article 4{ 26 }Article 5{ 30 }Article 6{ 32 }Chapter II - General Provisions{ 34 }Article 7{ 35 }Article 8{ 38 }Article 9{ 42 }Article 10{ 45 }Article 11{ 49 }Article 12{ 51 }Article 13{ 53 }PART II - Formation of the Contract{ 55 }Article 14{ 56 }Article 15{ 59 }Article 16{ 62 }Article 17{ 67 }Article 18{ 69 }Article 19{ 73 }Article 20{ 77 }Article 21{ 80 }Article 22{ 83 }Article 23{ 85 }PART III - Sale of Goods{ 89 }Chapter I - General Provisions{ 90 }Article 25{ 91 }Article 26{ 93 }Article 27{ 95 }Article 28{ 97 }Article 29{ 99 }Chapter II - Obligations of the Seller{ 102 }Article 30{ 103 }Section I - Delivery of the goods and handing over of documents{ 105 } Article 31{ 106 }Article 32{ 111 }Article 33{ 115 }Article 34{ 120 }Section II - Conformity of the goods and third party claims{ 122 } Article 35{ 123 }Article 36{ 131 }Article 37{ 134 }Article 38{ 136 }Article 39{ 140 }Article 40{ 143 }Article 41{ 145 }Article 42{ 147 }Article 43{ 154 }Article 44{ 157 }Section III - Remedies for breach of contract by the seller{ 159 } Article 45{ 160 }Article 46{ 166 }Article 47{ 170 }Article 48{ 173 }Article 49{ 178 }Article 50{ 188 }Article 51{ 190 }Article 52{ 193 }Chapter III - Obligations of the Buyer{ 196 }Article 53{ 197 }Section I - Payment of the price{ 199 }Article 54{ 200 }Article 55{ 202 }Article 56{ 204 }Article 57{ 206 }Article 58{ 211 }Section II - Taking delivery{ 217 }Article 60{ 218 }Section III - Remedies for breach of contract by the buyer{ 222 }Article 61{ 223 }Article 62{ 229 }Article 63{ 231 }Article 64{ 234 }Article 65{ 243 }Chapter IV - Passing of Risk{ 246 }Article 66{ 247 }Article 67{ 249 }Article 68{ 252 }Article 69{ 254 }Article 70{ 258 }Chapter V - Provisions Common to the Obligations of the Seller and of the Buyer{ 260 } Section I - Anticipatory breach and instalment contracts{ 261 }Article 71{ 262 }Article 72{ 268 }Article 73{ 272 }Section II - Damages{ 276 }Article 74{ 277 }Article 75{ 279 }Article 76{ 281 }Article 77{ 284 }Section III - Interest{ 286 }Article 78{ 287 }Section IV - Exemptions{ 289 }Article 79{ 290 }Article 80{ 298 }Section V - Effects of avoidance{ 300 }Article 81{ 301 }Article 82{ 304 }Article 83{ 310 }Article 84{ 312 }Section VI - Preservation of the goods{ 317 }Article 85{ 318 }Article 86{ 320 }Article 87{ 323 }Article 88{ 325 }PART IV - Final Provisions{ 329 }Article 89{ 330 }Article 90{ 332 }Article 92{ 339 }Article 93{ 342 }Article 94{ 347 }Article 95{ 351 }Article 96{ 353 }Article 97{ 355 }Article 98{ 361 }Article 99{ 363 }Article 100{ 370 }Article 101{ 373 }United Nations Convention On Contracts For The International Sale Of Goods, 1980 ( CISG ){ 1 }THE STA TES PARTIES TO THIS CONVENTION,{ 2 }BEARING IN MIND the broad objectives in the resolutions adopted by the sixth special session of the General Assembly of the United Nations on the establishment of a New International Economic Order,{ 3 }CONSIDERING that the development of international trade on the basis of equality and mutual benefit is an important element in promoting friendly relations among States,{ 4 }BEING OF THE OPINION that the adoption of uniform rules which govern contracts for the international sale of goods and take into account the different social, economic and legal systems would contribute to the removal of legal barriers in international trade and promote the development of international trade,{ 5 }HA VE DECREED as follows:{ 6 }PART I - Sphere of Application and General Provisions{ 7 }Chapter I - Sphere of Application{ 8 }Article 1{ 9 }(1) This Convention applies to contracts of sale of goods between parties whose places of business are in different States:{ 10 }(a) when the States are Contracting States; or{ 11 }(b) when the rules of private international law lead to the application of the law of a Contracting State.(2) The fact that the parties have their places of business in different States is to be disregarded whenever this fact does not appear either from the contract or from any dealings between, or from information disclosed by, the parties at any time before or at the conclusion of the contract.{ 13 }(3) Neither the nationality of the parties nor the civil or commercial character of the parties or of the contract is to be taken into consideration in determining the application of this Convention. { 14 }Article 2{ 15 }This Convention does not apply to sales:{ 16 }(a) of goods bought for personal, family or household use, unless the seller, at any time before or at the conclusion of the contract, neither knew nor ought to have known that the goods were bought for any such use;{ 17 }(b) by auction;{ 18 }(c) on execution or otherwise by authority of law;{ 19 }(d) of stocks, shares, investment securities, negotiable instruments or money;{ 20 }(e) of ships, vessels, hovercraft or aircraft;{ 21 }(f) of electricity.{ 22 }Article 3{ 23 }(1) Contracts for the supply of goods to be manufactured or produced are to be considered sales unless the party who orders the goods undertakes to supply a substantial part of the materials necessary for such manufacture or production.{ 24 }(2) This Convention does not apply to contracts in which the preponderant part of the obligations of the party who furnishes the goods consists in the supply of labour or other services.{ 25 }Article 4{ 26 }This Convention governs only the formation of the contract of sale and the rights and obligations of the seller and the buyer arising from such a contract. In particular, except as otherwise expressly provided in this Convention, it is not concerned with:{ 27 }(a) the validity of the contract or of any of its provisions or of any usage;{ 28 }(b) the effect which the contract may have on the property in the goods sold.Article 5{ 30 }This Convention does not apply to the liability of the seller for death or personal injury caused by the goods to any person.{ 31 }Article 6{ 32 }The parties may exclude the application of this Convention or, subject to article 12, derogate from or vary the effect of any of its provisions.{ 33 }Chapter II - General Provisions{ 34 }Article 7{ 35 }(1) In the interpretation of this Convention, regard is to be had to its international character and to the need to promote uniformity in its application and the observance of good faith in international trade.{ 36 }(2) Questions concerning matters governed by this Convention which are not expressly settled in it are to be settled in conformity with the general principles on which it is based or, in the absence of such principles, in conformity with the law applicable by virtue of the rules of private international law.{ 37 }Article 8{ 38 }(1) For the purposes of this Convention statements made by and other conduct of a party are to be interpreted according to his intent where the other party knew or could not have been unaware what that intent was.{ 39 }(2) If the preceding paragraph is not applicable, statements made by and other conduct of a party are to be interpreted according to the understanding that a reasonable person of the same kind as the other party would have had in the same circumstances.{ 40 }(3) In determining the intent of a party or the understanding a reasonable person would have had, due consideration is to be given to all relevant circumstances of the case including the negotiations, any practices which the parties have established between themselves, usages and any subsequent conduct of the parties.{ 41 }Article 9{ 42 }(1) The parties are bound by any usage to which they have agreed and by any practices which they have established between themselves.{ 43 }(2) The parties are considered, unless otherwise agreed, to have impliedly made applicable to their contract or its formation a usage of which the parties knew or ought to have known and which in international trade is widely known to, and regularly observed by, parties to contracts of the type involved in the particular trade concerned.{ 44 }Article 10{ 45 }For the purposes of this Convention:{ 46 }(a) if a party has more than one place of business, the place of business is that which has the closest relationship to the contract and its performance, having regard to the circumstances known to or contemplated by the parties at any time before or at the conclusion of the contract;{ 47 }(b) if a party does not have a place of business, reference is to be made to his habitual residence. { 48 }Article 11{ 49 }A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form. It may be proved by any means, including witnesses.{ 50 }Article 12{ 51 }Any provision of article 11, article 29 or Part II of this Convention that allows a contract of sale or its modification or termination by agreement or any offer, acceptance or other indication of intention to be made in any form other than in writing does not apply where any party has his place of business in a Contracting State which has made a declaration under article 96 of this Convention. The parties may not derogate from or vary the effect or this article.{ 52 }Article 13{ 53 }For the purposes of this Convention "writing" includes telegram and telex.{ 54 }PART II - Formation of the Contract{ 55 }Article 14{ 56 }(1) A proposal for concluding a contract addressed to one or more specific persons constitutes an offer if it is sufficiently definite and indicates the intention of the offeror to be bound in case of acceptance. A proposal is sufficiently definite if it indicates the goods and expressly or implicitly fixes or makes provision for determining the quantity and the price.{ 57 }(2) A proposal other than one addressed to one or more specific persons is to be considered merely as an invitation to make offers, unless the contrary is clearly indicated by the person making the proposal.Article 15{ 59 }(1) An offer becomes effective when it reaches the offeree.{ 60 }(2) An offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offeree before or at the same time as the offer.{ 61 }Article 16{ 62 }(1) Until a contract is concluded an offer may be revoked if the revocation reaches the offeree before he has dispatched an acceptance.{ 63 }(2) However, an offer cannot be revoked:{ 64 }(a) if it indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable; or{ 65 }(b) if it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree has acted in reliance on the offer.{ 66 }Article 17{ 67 }An offer, even if it is irrevocable, is terminated when a rejection reaches the offeror.{ 68 }Article 18{ 69 }(1) A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. Silence or inactivity does not in itself amount to acceptance.{ 70 }(2) An acceptance of an offer becomes effective at the moment the indication of assent reaches the offeror. An acceptance is not effective if the indication of assent does not reach the offeror within the time he has fixed or, if no time is fixed, within a reasonable time, due account being taken of the circumstances of the transaction, including the rapidity of the means of communication employed by the offeror. An oral offer must be accepted immediately unless the circumstances indicate otherwise.{ 71 }(3) However, if, by virtue of the offer or as a result of practices which the parties have established between themselves or of usage, the offeree may indicate assent by performing an act, such as one relating to the dispatch of the goods or payment of the price, without notice to the offeror, the acceptance is effective at the moment the act is performed, provided that the act is performed within the period of time laid down in the preceding paragraph.{ 72 }Article 19(1) A reply to an offer which purports to be an acceptance but contains additions, limitations or other modifications is a rejection of the offer and constitutes a counter-offer.{ 74 }(2) However, a reply to an offer which purports to be an acceptance but contains additional or different terms which do not materially alter the terms of the offer constitutes an acceptance, unless the offeror, without undue delay, objects orally to the discrepancy or dispatches a notice to that effect. If he does not so object, the terms of the contract are the terms of the offer with the modifications contained in the acceptance.{ 75 }(3) Additional or different terms relating, among other things, to the price, payment, quality and quantity of the goods, place and time of delivery, extent of one party's liability to the other or the settlement of disputes are considered to alter the terms of the offer materially.{ 76 }Article 20{ 77 }(1) A period of time for acceptance fixed by the offeror in a telegram or a letter begins to run from the moment the telegram is handed in for dispatch or from the date shown on the letter or, if no such date is shown, from the date shown on the envelope. A period of time for acceptance fixed by the offeror by telephone, telex or other means of instantaneous communication, begins to run from the moment that the offer reaches the offeree.{ 78 }(2) Official holidays or non-business days occurring during the period for acceptance are included in calculating the period. However, if a notice of acceptance cannot be delivered at the address of the offeror on the last day of the period because that day falls on an official holiday or a non-business day at the place of business of the offeror, the period is extended until the first business day which follows.{ 79 }Article 21{ 80 }(1) A late acceptance is nevertheless effective as an acceptance if without delay the offeror orally so informs the offeree or dispatches a notice to that effect.{ 81 }(2) If a letter or other writing containing a late acceptance shows that it has been sent in such circumstances that if its transmission had been normal it would have reached the offeror in due time, the late acceptance is effective as an acceptance unless, without delay, the offeror orally informs the offeree that he considers his offer as having lapsed or dispatches a notice to that effect. { 82 }Article 22{ 83 }An acceptance may be withdrawn if the withdrawal reaches the offeror before or at the same time as the acceptance would have become effective.{ 84 }Article 23A contract is concluded at the moment when an acceptance of an offer becomes effective in accordance with the provisions of this Convention.{ 86 }Article 24{ 87 }For the purposes of this Part of the Convention, an offer, declaration of acceptance or any other indication of intention "reaches" the addressee when it is made orally to him or delivered by any other means to him personally, to his place of business or mailing address or, if he does not have a place of business or mailing address, to his habitual residence.{ 88 }PART III - Sale of Goods{ 89 }Chapter I - General Provisions{ 90 }Article 25{ 91 }A breach of contract committed by one of the parties is fundamental if it results in such detriment to the other party as substantially to deprive him of what he is entitled to expect under the contract, unless the party in breach did not foresee and a reasonable person of the same kind in the same circumstances would not have foreseen such a result.{ 92 }Article 26{ 93 }A declaration of avoidance of the contract is effective only if made by notice to the other party. { 94 }Article 27{ 95 }Unless otherwise expressly provided in this Part of the Convention, if any notice, request or other communication is given or made by a party in accordance with this Part and by means appropriate in the circumstances, a delay or error in the transmission of the communication or its failure to arrive does not deprive that party of the right to rely on the communication.{ 96 }Article 28{ 97 }If, in accordance with the provisions of this Convention, one party is entitled to require performance of any obligation by the other party, a court is not bound to enter a judgement for specific performance unless the court would do so under its own law in respect of similar contracts of sale not governed by this Convention.{ 98 }Article 29{ 99 }(1) A contract may be modified or terminated by the mere agreement of the parties.{ 100 }(2) A contract in writing which contains a provision requiring any modification or termination by agreement to be in writing may not be otherwise modified or terminated by agreement. However, a party may be precluded by his conduct from asserting such a provision to the extent that the other party has relied on that conduct.{ 101 }Chapter II - Obligations of the Seller{ 102 }Article 30{ 103 }The seller must deliver the goods, hand over any documents relating to them and transfer the property in the goods, as required by the contract and this Convention.{ 104 }Section I - Delivery of the goods and handing over of documents{ 105 }Article 31{ 106 }If the seller is not bound to deliver the goods at any other particular place, his obligation to deliver consists:{ 107 }(a) if the contract of sale involves carriage of the goods - in handing the goods over to the first carrier for transmission to the buyer;{ 108 }(b) if, in cases not within the preceding subparagraph, the contract related to specific goods, or unidentified goods to be drawn from a specific stock or to be manufactured or produced, and at the time of the conclusion of the contract the parties knew that the goods were at, or were to be manufactured or produced at, a particular place - in placing the goods at the buyer's disposal at that place;{ 109 }(c) in other cases - in placing the goods at the buyer's disposal at the place where the seller had his place of business at the time of the conclusion of the contract.{ 110 }Article 32{ 111 }(1) If the seller, in accordance with the contract or this Convention, hands the goods over to a carrier and if the goods are not clearly identified to the contract by markings on the goods, by shipping documents or otherwise, the seller must give the buyer notice of the consignment specifying the goods.{ 112 }(2) If the seller is bound to arrange for carriage of the goods, he must make such contracts as are necessary for carriage to the place fixed by means of transportation appropriate in the circumstances and according to the usual terms for such transportation.{ 113 }(3) If the seller is not bound to effect insurance in respect of the carriage of the goods, he must, at the buyer's request, provide him with all available information necessary to enable him to effectsuch insurance.{ 114 }Article 33{ 115 }The seller must deliver the goods:{ 116 }(a) if a date is fixed by or determinable from the contract, on that date;{ 117 }(b) if a period of time is fixed by or determinable from the contract, at any time within that period unless circumstances indicate that the buyer is to choose a date; or{ 118 }(c) in any other case, within a reasonable time after the conclusion of the contract.{ 119 }Article 34{ 120 }If the seller is bound to hand over documents relating to the goods, he must hand them over at the time and place and in the form required by the contract. If the seller has handed over documents before that time, he may, up to that time, cure any lack of conformity in the documents, if the exercise of this right does not cause the buyer unreasonable inconvenience or unreasonable expense. However, the buyer retains any right to claim damages as provided for in this Convention.{ 121 }Section II - Conformity of the goods and third party claims{ 122 }Article 35{ 123 }(1) The seller must deliver goods which are of the quantity, quality and description required by the contract and which are contained or packaged in the manner required by the contract.{ 124 }(2) Except where the parties have agreed otherwise, the goods do not conform with the contract unless they:{ 125 }(a) are fit for the purposes for which goods of the same description would ordinarily be used;{ 126 }(b) are fit for any particular purpose expressly or impliedly made known to the seller at the time of the conclusion of the contract, except where the circumstances show that the buyer did not rely, or that it was unreasonable for him to rely, on the seller's skill and judgement;{ 127 }(c) possess the qualities of goods which the seller has held out to the buyer as a sample or model; { 128 }(d) are contained or packaged in the manner usual for such goods or, where there is no such manner, in a manner adequate to preserve and protect the goods.{ 129 }(3) The seller is not liable under subparagraphs (a) to (d) of the preceding paragraph for any lackof conformity of the goods if at the time of the conclusion of the contract the buyer knew or could not have been unaware of such lack of conformity.{ 130 }Article 36{ 131 }(1) The seller is liable in accordance with the contract and this Convention for any lack of conformity which exists at the time when the risk passes to the buyer, even though the lack of conformity becomes apparent only after that time.{ 132 }(2) The seller is also liable for any lack of conformity which occurs after the time indicated in the preceding paragraph and which is due to a breach of any of his obligations, including a breach of any guarantee that for a period of time the goods will remain fit for their ordinary purpose or for some particular purpose or will retain specified qualities or characteristics.{ 133 }Article 37{ 134 }If the seller has delivered goods before the date for delivery, he may, up to that date, deliver any missing part or make up any deficiency in the quantity of the goods delivered, or deliver goods in replacement of any non-conforming goods delivered or remedy any lack of conformity in the goods delivered, provided that the exercise of this right does not cause the buyer unreasonable inconvenience or unreasonable expense. However, the buyer retains any right to claim damages as provided for in this Convention.{ 135 }Article 38{ 136 }(1) The buyer must examine the goods, or cause them to be examined, within as short a period as is practicable in the circumstances.{ 137 }(2) If the contract involves carriage of the goods, examination may be deferred until after the goods have arrived at their destination.{ 138 }(3) If the goods are redirected in transit or redispatched by the buyer without a reasonable opportunity for examination by him and at the time of the conclusion of the contract the seller knew or ought to have known of the possibility of such redirection or redispatch, examination may be deferred until after the goods have arrived at the new destination.{ 139 }Article 39{ 140 }(1) The buyer loses the right to rely on a lack of conformity of the goods if he does not give notice to the seller specifying the nature of the lack of conformity within a reasonable time after he has discovered it or ought to have discovered it.{ 141 }(2) In any event, the buyer loses the right to rely on a lack of conformity of the goods if he does not give the seller notice thereof at the latest within a period of two years from the date on whichthe goods were actually handed over to the buyer, unless this time-limit is inconsistent with a contractual period of guarantee.{ 142 }Article 40{ 143 }The seller is not entitled to rely on the provisions of articles 38 and 39 if the lack of conformity relates to facts of which he knew or could not have been unaware and which he did not disclose to the buyer.{ 144 }Article 41{ 145 }The seller must deliver goods which are free from any right or claim of a third party, unless the buyer agreed to take the goods subject to that right or claim. However, if such right or claim is based on industrial property or other intellectual property, the seller's obligation is governed by article 42.{ 146 }Article 42{ 147 }(1) The seller must deliver goods which are free from any right or claim of a third party based on industrial property or other intellectual property, of which at the time of the conclusion of the contract the seller knew or could not have been unaware, provided that the right or claim is based on industrial property or other intellectual property:{ 148 }(a) under the law of the State where the goods will be resold or otherwise used, if it was contemplated by the parties at the time of the conclusion of the contract that the goods would be resold or otherwise used in that State; or{ 149 }(b) in any other case, under the law of the State where the buyer has his place of business.{ 150 }(2) The obligation of the seller under the preceding paragraph does not extend to cases where: { 151 }(a) at the time of the conclusion of the contract the buyer knew or could not have been unaware of the right or claim; or{ 152 }(b) the right or claim results from the seller's compliance with technical drawings, designs, formulae or other such specifications furnished by the buyer.{ 153 }Article 43{ 154 }(1) The buyer loses the right to rely on the provisions of article 41 or article 42 if he does not give notice to the seller specifying the nature of the right or claim of the third party within a reasonable time after he has become aware or ought to have become aware of the right or claim.{ 155 }(2) The seller is not entitled to rely on the provisions of the preceding paragraph if he knew of theright or claim of the third party and the nature of it.{ 156 }Article 44{ 157 }Notwithstanding the provisions of paragraph (1) of article 39 and paragraph (1) of article 43, the buyer may reduce the price in accordance with article 50 or claim damages, except for loss of profit, if he has a reasonable excuse for his failure to give the required notice.{ 158 }Section III - Remedies for breach of contract by the seller{ 159 }Article 45{ 160 }(1) If the seller fails to perform any of his obligations under the contract or this Convention, the buyer may:{ 161 }(a) exercise the rights provided in articles 46 to 52;{ 162 }(b) claim damages as provided in articles 74 to 77.{ 163 }(2) The buyer is not deprived of any right he may have to claim damages by exercising his right to other remedies.{ 164 }(3) No period of grace may be granted to the seller by a court or arbitral tribunal when the buyer resorts to a remedy for breach of contract.{ 165 }Article 46{ 166 }(1) The buyer may require performance by the seller of his obligations unless the buyer has resorted to a remedy which is inconsistent with this requirement.{ 167 }(2) If the goods do not conform with the contract, the buyer may require delivery of substitute goods only if the lack of conformity constitutes a fundamental breach of contract and a request for substitute goods is made either in conjunction with notice given under article 39 or within a reasonable time thereafter.{ 168 }(3) If the goods do not conform with the contract, the buyer may require the seller to remedy the lack of conformity by repair, unless this is unreasonable having regard to all the circumstances. A request for repair must be made either in conjunction with notice given under article 39 or within a reasonable time thereafter.{ 169 }Article 47{ 170 }(1) The buyer may fix an additional period of time of reasonable length for performance by the seller of his obligations.。
Incoterms-2010-国际贸易术语中英文对照解释(全)(可打印修改) (2)
ForewordBy Rajat Gupta, ICC ChairmanThe global economy has given business broader access than ever before to markets all over the world. Goods are sold in more countries，in large quantities, and in greater variety. But as the volume and complexity of global sales increase, so do possibilities for misunderstandings and costly disputes when sale contracts are not adequately drafted.The Incoterms® rules, the ICC rules on the use of domestic and international trade terms, facilitate the conduct of global trade. Reference to an Incoterms 2010 rule in a sale contract clearly defines the parties' respective obligations and reduces the risk of legal complications.Since the creation of the Incoterms rules by ICC in 1936, this globally accepted contractual standard has been regularly updated to keep pace with the development of international trade. The Incoterms 2010 rules take account of the continued spread of customs-free zones, the increased use of electronic communications in business transactions, heightened concern about security in the movement of goods and consolidates in transport practices. Incoterms2010 updates and consolidates the 'delivered' rules, reducing the total number of rules from 13 to 11, and offers a simpler and clearer presentation of all the rules. Incoterms 2010 is also the first version of the Incoterms rules to make all references to buyers and sellers gender-neutral.The broad expertise of ICC's Commission on Commercial Law and Practice, whose membership is drawn from all parts of the world and all trade sectors, ensures that the Incoterms 2010 rules respond to business needs everywhere defines the parties' respective obligations and reduces the risk of legal complications.ICC would like to express its gratitude to the members of the Commission, chaired by Fabio Bortolotti (Italy), to the Drafting Group, which comprised Charles Debattista (Co-Chair, France), Jens Bredow (Germany), Johnny Herre (Sweden), David Lwee (UK), Lauri Railas (Finland), Frank Reynolds (US),and Miroslav Subert (Szech Republic), and to Asko Raty (Finland) for assistance with the images depicting the 11 rules.前言国际商会主席Rajat Gupta全球经济一体化使得商业通向世界各地市场的途径空前宽广。
国际贸易合同中英文版本
SALES CONTRACT销售合同Contract No 。
：合同号：Date ： 日期 Seller ： 卖方Tel:Fax:Buyer: 买方This Sales Contract is made out as per the following terms/conditions mutually confirmed ：1. Thermal blanket is necessary for dry container at any time during a year. Otherwise the Buyerhas the right to return the cargo or refuse the payment for cargos influenced by hot temperature.干柜在一年中的任何时候都需隔热层,否则买方有权退回货物或拒绝为因高温造成影响的货物付款.2. Insurance: To be effected by the seller for 110％ of full invoice value covering marineinstitute cargo clauses All Risks 。
保险：由卖方按发票全额的110%购买涉及海洋协会货物保险条款“一切险”3. Time of Shipment ： Partial shipment is not allowed 。
发货时间:7月15日之前，不允许分批装运.4. Port of Shipment: Livorno装运港：利沃诺5. Port of Destination: Wuhan, China.目的港：中国武汉6.到达时间：9月1日前抵达目的港.7. Terms of Payment ： T/T 90 days after B/L date付款时间：提单日期后90天电汇8. Documents ： The Seller shall present the following documents to the Buyer as required ： 卖方需提供买方所需的以下文件：1) Full set of negotiable clean on board ocean Master’s Bill of Lading indicating shipping mark,blank endorsed ， and notifying the Buyer with full name and address at the port of destination.全套清洁提单2)Signed Commercial Invoice in THREE originals showing this Contract number，and theShipping Mark. If the Seller is not the direct producer for any of the oils，the actual oil producer's name and the invoice number between the Seller and the producer should be indicated in the required invoice。
经营者集中申报办法(英译版本)
经营者集中申报办法（英译版本）-Legal Translation [转贴2011-03-08 19:45:09]字号：大中小【发布单位】中华人民共和国商务部【发布日期】2009年11月21日【实施日期】2010年1月1日第一条为规范经营者集中申报和反垄断执法机构受理申报，根据《中华人民共和国反垄断法》（以下简称《反垄断法》）和《国务院关于经营者集中申报标准的规定》（以下简称《规定》），制定本办法。
第二条商务部是经营者集中反垄断审查执法机构，承担受理和审查经营者集中申报的具体执法工作。
第三条本办法所称经营者集中，系指《反垄断法》第二十条所规定的下列情形：（一）经营者合并；（二）经营者通过取得股权或者资产的方式取得对其他经营者的控制权；（三）经营者通过合同等方式取得对其他经营者的控制权或者能够对其他经营者施加决定性影响。
第四条营业额包括相关经营者上一会计年度内销售产品和提供服务所获得的收入，扣除相关税金及其附加。
《规定》第三条所称“在中国境内”是指经营者提供产品或服务的买方所在地在中国境内。
第五条参与集中的单个经营者的营业额应当为下述经营者的营业额总和：（一）该单个经营者；（二）第（一）项所指经营者直接或间接控制的其他经营者；（三）直接或间接控制第（一）项所指经营者的其他经营者；（四）第（三）项所指经营者直接或间接控制的其他经营者；（五）第（一）至（四）项所指经营者中两个或两个以上经营者共同控制的其他经营者。
参与集中的单个经营者的营业额不包括上述（一）至（五）项所列经营者之间发生的营业额。
如果参与集中的单个经营者之间或者参与集中的单个经营者和未参与集中的经营者之间有共同控制的其他经营者，参与集中的单个经营者的营业额应当包括被共同控制的经营者与第三方经营者之间的营业额，且此营业额只计算一次。
第六条如果参与集中的单个经营者之间有共同控制的其他经营者，则参与集中的所有经营者的合计营业额不应包括被共同控制的经营者与任何一个共同控制他的参与集中的经营者，或与后者有控制关系的经营者之间发生的营业额。
辽大国际结算必过
1 a remitting bank 汇付行2 a restrictive endorsement 限制性背书3 vostro A/C 来帐4 prime liability 第一责任人5 an open cover 预约保险6 line of credit 贷款额度7 L/G 保函8 ICBC 中国工商银行9 ROUBLE 卢布10 SWIFT 环球同业银行金融电讯协会11 an endorsee 被背书人12 usance 远期13 the encashing agent兑付机构14 paper work process 书面程序15 S/C 销售合同16 CHF 瑞士法郎17 DEQ 目的港码头交货18 CHAPS 清算所自动支付系统19 grace period 宽限期20 crossing 划线21 nostro A/C 往帐22 to default on BOE 汇票违约23 facsimile signature 传真署名24 common law code 习惯法典25 demurrage 逾期费用26 credit available with nominated bank by sight PMT27 air consignment note 航空托运单可获得指定银行即期支付的信用证28 L/I 保证赔偿书29 International factoring 国际保理30 terms and conditions 费率表31 over counter 无需许可32 stopped cheque 挂失支票33 at the due date 到期34 MT/TT/DD 信汇/电汇/票汇35 D/P·T/R 付款交单平信托收据借单36 facilitate finance 融资37 to certify 保付38 debit/credit balance借/贷方余额39 via-a-via 面对面40 fixed/time deposit定期存款41 out of date/undated/post dated过期/无限期/延期42 IBOR 银行同业拆借利率43 BP 叙做押汇44 partial payment in advance银行垫付45 ICC 国际商会46 drawee 受票人47 CCIB 中国商检局48 PN 本票49 outstanding balance 未结清余额50 current account 流水账51 credit limit 授信额度52 insurance premium 保险费53 title to the goods 货权54 specimen exam 票样分析55 to dishonour 退票56 bill act 票据法案57 demand deposit 活期存款58 discrepancy 不符点59 clean draft 光票60 over drawn 透支61 an open account 赊销交易62 carrier 承运人63 withdraw 取款撤回64 maturity 到期日65 discount 贴现66 correspondment （bank）代理行67 funds transfer 资金划拨68 legal tender 法币69 raised number 凸出数字70 progress payment 分期付款71fixed round convenient amount 整数方便数目72 Partial payment 分期付款73 book keeping 簿记74 liquidation 资金周转75 protest 拒付76 test key 密押77 collection order 托收委托书78 credit worthiness 信用度79 export credit 出口信贷80 usance L/C payable at sight 假远期信用证81 customs declaration 报关82 draw back 退税83 insurance policy/certificate 大/小保单84 packing list 装箱单85 principal 本金86 payable at sight 见票即付87 certificate of origin 原产地证明88 buyback transaction/trade 返销贸易89 retention bond 留置金保证书90 standby credit 备用信用证91 broker 中间商/掮客92 reimburse 偿付93 cheque clearing 支票清算94 case of need 需要时的代理人95 the INCOTERMS 国际贸易条件解释通则96 complying presentation 相符交单97documents against acceptance 承兑交单98 countertrade 对销贸易99 traveler cheque 旅行支票100 reciprocal credit 对开信用证101 delivered duty paid（DDP）完税交货价102 Euro 欧元103 EXW 工厂交货FCA 货交承运人FAS 船边交货FOB 船上交货CFR 成本加运费CIF 成本加运费加保险费CPT 运费付至CIP 运费保险费付至DAF边境交货DES目的港船上交货DEQ 目的港码头交货DDU 未完税价格DDP完税价格104 customs invoice 海关发票105 consignment 寄售106 CHIPS 银行同业清算系统107 URC 托收同业惯例108 the amendment letter of a credit 信用证的修改函109 the transfer accounts of a cheque 支票转账110 special endorsement 特别背书111 usance draft 远期汇票112 without recourses 无追索权113 FPA/WPA 平安险/水渍险114 buy-back 回购概念解释：1 draft or a bill of exchange：It’s an unconditional order in writing prepared by one party(drawer) and addressed to another(drawee) directing to pay a specified sum of money to a third person(payee) or the bearer, on demand or at a fixed and determinable future time.2 promissory note(PN): It’s an unconditional promise made by one person to another person signed by the maker, engaging to pay ,on demand or at a fixed and determinable future time, a sum certain in money ,to,or to the order of ,specified person or to bearer.3 cheque: It’s an unconditional order in writing drawn on a bank signed by the drawer, requiring a bank to pay on demand a sum certain in money to the order of a named person or to the bearer.4 remittance: A bank , at the request of its customers, transfer a certain sum of money to its overseas branch or correspondent bank, instructing it to pay a named person living in that country.5 cash in advance: The buyer places funds at the disposal of the seller before shippment of goods or provision of services.6 an open account: An arrangement between the seller and the buyer whereby the goods are manufactured and delivered before payment is required.7 consignment(寄售): The exporter ships the goods to the importer but retains title to the goods until the importer sells the goods and makes the payment.8 confirmation(保兑)：It means a definite undertaking of the confirming bank , in addition to that of the issuing bank , to honour or negotiated complying presentation.9 confirming bank: It means a bank that adds its confirmation to a credit upon the issuing bank’s authorization or request.10 credit: It means any arrangement, however named or described, that is irrevocable and thereby constitutes a definite undertaking of the issuing bank to honour a complying presentation.11 honour: It means 1,to pay at sight if the credit is abailable by sight payment.2,to incur a deferred payment undertaking and pay at maturity if the credit is available by deferred payment.3.to accept a bill of exchange drawn by the beneficiary and pay at maturity if the credit is available by acceptance.12 Issuing bank：It means a bank issues a credit at the request of an applicant or on its own behalf.13 Negotiation:It means the purchase by the negotiated bank of drafts(drawn on a bank other than nominated bank) and/or documents under a complying presentation ,by advancing or agreeing to advance funds to the beneficiary on or before the banking day which reimbursement is due to the nominated bank.14 presentation: It means either the delivery of documents under credit to the issuing bank or to the nominated bank or the documents so delivered.15 nominated bank: It means the bank with which the credit is available or any bank in the case of a credit available with any bank.16 presener: It means a beneficiary , a bank or other party makes a presentation.17 collection: An arrangement whereby the goods are shipped and the relevant bill of exchange drawn by the seller on the buyer, and/or document is sent to the seller’s bank with clear instructions for collection through one of its correspondent bank located in the domicile of the buyer.18 documentary credit: It’s an undertaking issued by a bank for the account of the buyer (the applicant) or its own account ,to pay the beneficiary the value of the draft and/or document that provided that terms and conditions of the documents credit complying with.19 advising bank: It means the bank that advices the credit at the request of the issuing bank.20 banking day: It means a day that a bank is regularly open at the place at which an act subject to these rules is to be performed.21 benneficiary: It means a party on whose favour the credit is issued.22 complying presentation: It means a presentation in accordance with the terms and conditions of the credit , the applicable provisions of the international standard rules and banking practice.23 clean collection:It’s the collection on financial instrument only without being accompanied of commercial documents. It’s mainly used to collecting incidental expenses occurred in transaction such as freight, insurance premium, commission, etc.24 documentary collection: It’s a collection on financial instruments being accompanied with commercial instruments such as shipping documents.25 D/P·T/R: Documents against payment after sight against trust receipt. It’s a modification to D/P after sight. The T/R is issued to get the shipping documents. The importer could get the shipping documents from the collecting bank before he makes payment. So T/R is a expension by the collecting bank.26 the presenting bank: It’s a bank notifies the drawee of the arrival of the collection which request payment/acceptance from him/her.27 inward collection: The collection bank in importer’s country collects funds for the remitting bank.28 INCOTERMS: It’s short for International Rules for the interpretation of Trade terms.29 B/L: It’s short for bill of lading.. It’s one of the basis of the commercial documents and is issued by the carrier to consigner. In international trade the marine bill of lading is often used.30 to dishonour: The drawee refuses to discharge/accept a draft when it falls due to payment/acceptance.31 marine bill of lading: It is issued when the goods are being transported from one part to another by ship.32 documentary draft:It’s a draft that is accompanied with documents that are needed to complete a transaction.33 commercial documents: It means the documents used in the aspect of commercial. It includes invoice, contract etc.and not include financing documents such as a draft ,cheque, and PN.34 SWIFT:It stands for the Society for Worldwide Interbank Financial Telecommunications. It uses the computer systems of over 30 countries as an international communications network to speed up the transfer of the international payment and other business.35 CHAPS: It is short for the Clearing House Automated Payment System. It allows the same day clearing to take place amongst all of the banks in the banking sector.36 CHIPS:It’s short for the Clearing House Interbank Payment System. It’s a settlement system involving primarily about 135 New York city financial institutions and is operated by the New York Clearing House Association.37 outward collection:It’s defined from the view of the remitting bank. The remitting bank sends all the documents to the collecting bank in another country with the clear instruction for collecting funds from the importer.38 a correspondent ：Foreign or non-local agent , associate or representative who provides access to markets or parties in another city or country.38 URC：It stands for Uniform Rules for Collection. It forms an international accepted code of practice covering documentary collection.39 acceptance of a bill : Process by which a buyer accepts a seller’s bill by signing under the word “accepted ” on the face of the bill .By this act , the drawee becomes the acceptor and converts the bill into a post dated check which is an unconditional obiligation to pay on or before its maturity date.40 Irrevocable L/C: L/C adds the endorsement of a seller’s bank to that of a buyer’s bank. It provides the highest level of protection to the seller because not only the L/C cannot be canceled by the buyer, but also the banks involved in the transaction guaranty its payment on its due date.大题：1 How do banks provide financing with an exporter under DC?①Mortgage of assets: including the fixed capital assets and drafts.②Asking for a loan from the relative bank.③Seuritization: including the stock ,the bonds and so on.④Discounting : the holder of the DC sells the DC to a bank at a lower price than its face value before it reaches its maturity.⑤Forfeiting: it’s a kind of discounting without a recourse of a long-term large account draft. It’s a financing to the forfeiter provides for the exporter.⑥Export bill purchase.⑦Packing loans ：the exporter uses the credit as a collateral to borrow money to prepare for the goods.⑧Back to back credit : the exporter uses the first credit as a collateral to obtain another credit.⑨Transferrable credit: when the exporter can’t supply the goods ,he asks a transferring bank to make a credit available in whole or in part to the actural supplier. ⑩Red clause credit : the export’s bank takes advances to the beneficiary before the presentation of the documents.2 What are the risks for the exporters under Documentary Collection? How to manage the risks?Risks:①The exporter ships the goods to the importer without an unconditional promisepayment by the buyer.②There is no guarantee of payment or immediate payment by the buyer.③The exporter ties up his capital until the funds are received.④There may exists some political and economic elements make a delay of the fundstransfer to exporter.Management:①Obtain a credit report of the buyer.②Obtain an economic and political analysis of the country of importation.③Don’t cosign the goods to the importer and don’t cosign the goods to theimporter’s bank without the bank’s prior agreement.④Establish an alternative procedures of the resale, the reshipment or thewarehousing.⑤Choose the case of need.⑥Insurance.⑦Forfeiting⑧International factoring⑨Notes: choose CIF or CIP⑩Don’t cosign the goods to the importer directly3 Please describe the main content of a typical Draft.1 payee2 amount in words or figures3 drawer4 drawee5 date of issue6 place of issue7 place of payment8 tenor(付款日期)9 drawer’s signature 10number of draft 11 endorsement4 Please describe the main content of a typical DC?1 issuing bank2 form of credit3 credit number4 date of issuing5 drawer6 drawee7 beneficiary8 applicant9 terms 10 DC amount 11 drawn clause 12 the name of goods 13 the description of goods5 In what cases do exporters choose clean collection to be used in visible trade? Clean collection is the collection on financial instruments only , not accompanied by commercial documents.①It’s used for the subsidiary fees arise by the primary trade such as the lost ofwarehousing.②I t’s used between affiliated parties or subsidiary companies where a documentarycollection is not needed.③It’s used to reduce or avoid taxes.④Change from a documentary credit. If a credit is out of date or the presentation isdiscrepant may cause shipping good prior to the documents. So under this conditions, they can only clean collection to get payment.⑤Sometimes the goods arrived before the documents , for the convenience of theimporter, the exporter send the documents directly to the importer and then use a clean collection to get the payment.6What are the bill of lading’s functions?①It acts as a receipt of the goods from the shipping company to the exporter.②It’s evidence of the goods for carriage between the exporter and the carrier.③It’s a quasi negotiable documents.④It acts as a document of title to the goods being shipped overseas.7What’s the differences between D/A and D/P?D/A :document against acceptance. D/P: document against payment.①The banking process is different: Under D/P , the collecting bank releases the documents against payment. Under D/A , the collecting bank releases the documents against acceptance.②The D/A better facilitate the importer’s financing than the D/P, since payment is made after getting the documents of the title to the goods till the draft is due.③Under D/A ,there’s a greater risk for the exporter than that is under D/P ,since documents of title to the goods are released to importer without assurance of payment. 8What’s endorsement? And what difference between specific and restrictive endorsement?①Endorsement is an action taken by the endorser to make the cheque available tothe endorsee by writing his signature on the back of the cheque . It includes three types of endorsement. They are blank, specific and restrictive endorsement.②The specific endorsement draw the endorsee’s name on the back of the chequebesides the endorsements signature, like “endorser A pay to endorsee B”. But the restrictive are put it as “endorsement A pay to endorsee B only” So in the specific endorsement cheque , the endorsee can further endorse to another third person, but in restrictive endorsement cheque ,the endorsement can’t transfer the cheque to another one.9Why and how a DC is confirmed?WHY: ①The exporter doesn’t trust the issuing bank’s credit.②The amount is too big to the issuing bank’s afford.③There maybe unstable political and economic conditions in the issuing bank’scountry.④The issuing bank maybe newly founded and are not known by the exporter or hasno correspondent in the exporter’s country.⑤The issuing bank may also favor to be confirmed by a second bank to make theDC negotiable easily.HOW: At the request of the issuing bank , another bank supplies confirmation. If the issuing bank can’t pay, the confirming bank will pay to beneficiary, If the DC on/before the maturity and conditions and terms accord with the DC.10Describe the three types of bill according to the order of a bill?There are three types of a bill：restrictive order of bill, demonstractive order of bill, and bearer order of bill.①restrictive: It’s a bill bears not transfer/negotiable. When a bill contains wordssuch as “only”and “not transferable ”to prohibit(禁止) transferring , it’s a restrictive bill.②Demonstactive : it’s a bill bears a specific person or some other personsdesignated by him without transfer prohibiting. It’s negotiable and it’s safe by endorsement. So it has a wide application in international trade.③Bearer: It’s a bill bears bearer with specified person .It’s also negotiable andendorsement is not required. It can transferred by deliver of the bill ,so it’s not safe by the absent of endorsement for this reason .It’s prohibiting in China.11What are the characteristic of open account and payment in advance?①Payment in advance means that the time of payment comes before the time of thedelivery of goods or the provision of services. It’s more favorable to the exporter while putting the importer at a risk of non-delivery. The exporter can make use of the funds before he makes the delivery of goods or the provision of services. The method is often used in the seller’s marker. The credit standing of the buyer is doubtful or there is an unstable environment in the buyer’s country.②Open account is the opposite of the payment in advance. It means that the exportermakes the payment. It’s more favorable to the importer because the exporter bears the risk of non-payment and his capital is tied up until the importer makes the payment. The market is in the buyer’s market or there is a long delivery relationship between exporter and importer.12What’s the classification of endorsement of a bill?①Blank : It’s a signature of the payee on the blank of a cheque, the effect is tomake the cheque payable to the bearer.②Specific: It consists of the payee’s signature on the back of a cheque, together withthe name of the person to whom the cheque is being transfeied.③Restrictive : It’s one which consists of a specific endoesement with a restrictivewording added the additional wording prevents further transfer of the cheque.13Describe the comment to the L/C?Itself: ①L/C is a bank credit. Issuing bank is the drawee instead of the importer under the credit.②L/C is a independent document , one issued ,it ‘s separate from the S/C.③L/C has draw backs itself.Merits①Guarantee function : It’s a guarantee for payment , especially for the expoeter.②Financing function :L/C itself is financing by small part of money as guarantee,the importer get a L/C.③Reasonable standard④Widely usedDemerits.①Complicated：The process is very complicated and usually exist limition.②Expensive: It’s more expensive than the collection and other methods.③Documents transaction；The banks have no obligation to guarantee the goods.④Professional : The operater may be required to know a wide range of knowledgeconcerning trade insurance etc.14出口方银行对信用证的审核：①政治性审查②代理行③对开证行自信审核：资产，性质，经历，经营做分。
联合国国际货物买卖合同公约中英文对照(最新整理)
《联合国国际货物买卖合同公约》中英文对照Uni ted Natio ns Conven tion on Con tracts for the In ternatio nal Sale of Goods（1980）[CISG] 《联合国国际货物买卖合同公约》共分为四个部分：（1）适用范围；（2）合同的成立；（3）货物买卖；（4）最后条款。
全文共101条。
公约的主要内容包括以下四个方面：1•公约的基本原则。
建立国际经济新秩序的原则、平等互利原则与兼顾不同社会、经济和法律制度的原则。
这些基本原则是执行、解释和修订公约的依据，也是处理国际货物买卖关系和发展国际贸易关系的准绳。
2•适用范围。
第一，公约只适用于国际货物买卖合同，即营业地在不同国家的双方当事人之间所订立的货物买卖合同，但对某些货物的国际买卖不能适用该公约作了明确规定。
第二，公约适用于当事人在缔约国内有营业地的合同，但如果根据适用于合同”的冲突规范，该合同”应适用某一缔约国的法律，在这种情况下也应适用销售合同公约”而不管合同当事人在该缔约国有无营业所。
对此规定，缔约国在批准或者加入时可以声明保留。
第三，双方当事人可以在合同中明确规定不适用该公约。
（适用范围不允许缔约国保留）3•合同的订立。
包括合同的形式和发价（要约）与接受（承诺）的法律效力。
4•买方和卖方的权利义务。
第一，卖方责任主要表现为三项义务：交付货物；移交一切与货物有关的单据；移转货物的所有权。
第二，买方的责任主要表现为两项义务：支付货物价款；收取货物。
第三，详细规定卖方和买方违反合同时的补救办法。
第四，规定了风险转移的几种情况。
第五，明确了根本违反合同和预期违反合同的含义以及当这种情况发生时，当事人双方所应履行的义务。
第六，对免责根据的条件作了明确的规定。
补充：CISG 联合国国际货物销售合同公约（the Uni ted Nati ons Conven tion on Con tracts for the International Sale of Goods）。
国际贸易实务复习资料
TermsIrrevocable L/C 不可撤销信用证bill of lading 海运提单Documentary collection跟单托收Inner packing 内包装force majeure clause 不可抗力条款outer packing 外包装name of commodity 商品名称insurance premium 保险费clearing charges 报关费用customs formalities 海关手续actual delivery 实际交货price quotation 报价Nude Cargo 裸装货pro forma invoice 形式发票Fair Average Quality 良好平均品质sale by specification 凭规格销售more or less clause 溢短装条款profit margin 利润率/毛利率shipping marks 运输标志sole distribution 独家经销export license 出口许可证marketing mix 营销组合Special additional risks 特殊附加险commercial invoice 商业发票symbolic delivery 象征性交货intellectual property 知识产权industrial property 工业产权credit status 信用资信状况trade barrier 贸易壁垒anti-dumping 反倾销clean collection 光票托收certificate of origin 原产地证书non-tariff barriers 非关税壁垒trade mark 商标unfavorable balance of trade 贸易逆差favorable balance of trade 贸易顺差favorable balance of trade 贸易顺差customs formalities 海关手续opening bank 开证行back-to-back letter of credit 背靠背信用证shipping advise 装船通知confirmed irrevocable L/C 保兑的不可撤消信用政price quotation 报价单profit margin 利润率，毛利润Promissory Note 本票revolving L/C 循环信用证Confirming bank 保兑行Telegraphic Transfer 电汇Red Clause Credit 红条信用证insurance certificate 保险凭证Extraneous risks 外来风险particular average 单独海损Partial loss 部分损失total loss 全损Theoretical weight 理论重量metric system 公制单位Warning marks 警示性标志net weight 净重2. Fill in the blanks .1. The main instruments of payment are _____ and ______, the latter includes ______ or ______, ______ and _____, among which ______ is the most widely used.2. In order to protect domestic particular industries, most governments erect tariff in trade, which comes in two types: _____ and _____.3. The marketing communication mix consists of four tools: ______, _______, ______, and ________.4. In international trade, there are four systems of measurement, that is _____, the British system, the American system, and ________.Warsaw-Oxford Rules 1993 stipulates the features of only one trade terms: _____. Revised American Foreign Trade Development 1994 contains 6 trade terms: EX, ____ FAS, C&F, ____, and EX DOCK.5. To reach an agreement, the international business negotiation generally needs to go through five links: _____, ______, ______, ________, and conclusion of a contract, among which _____ and ____ two indispensible steps.6. Sales by description is a method to indicate the quality of the commodity, it may take the forms of _________, ______, ________, _______, _________, and _________.7. There are five ways of measuring the weight of goods, they are: _________, ________, _________, _______, and legal weight.8. In international trade, markings of commodity are generally classified into four categories: _______, ________, ________, __________.9. In international trade the main methods of payment are ________, _______, and ________.10. The draft that is accompanied with shipping documents is called _______, the draft that is not accompanied with shipping documents is called ________.11. The L/C that is not specified as “revocable” or “irrevocable” is regarded as _______; the L/C that is not specified as “transferable”or “nontransferable”is regarded as ___________.12. Marine insurance generally covers two risks: _______ and _______. The losses covered by marine risks fall into two categories: _______ and _______.13. Expenses incurred for rescuing the insured goods are of two types: ________ and _______.14. There are two types of insurance coverage: basic coverage and additional coverage. Basic coverage mainly includes _______,______ and _______, while additional coverage includes _____________ and _____________.15. According to the time of payment, a draft can be divided into _________ and _________. According to who the drawer is, a draft can be divided into ______________ and ___________.16. When disputes arise from international trade, the parties concerned can resolve their disputes through _____, _______or ______.III. Choose the best answer.1.According to Incoterms 2000, ____ doesn’t include the main freight.A. CFRB. CPTC. CIPD. FCA2. Among the following trade terms, _____ represents the minimum obligation for the seller.A. FOBB. FCAC. EXWD. CIF3. Among the following trade term, ____ does not indicates symbolic delivery.A. CIFB. CIPC. CFRD. EXW4. ___ is used in a three-party transaction.A. A back-to back L/CB. A Reciprocal L/CC. An irrevocable L/CD. An unconfirmed L/C5. For trade terms in Group C, after departure, the risks of loss of or damage to thegoods are borne by .A. the sellerB. the buyerC. the carrierD. the ship owner6. A _____ is an unconditional order drawn on the bank.A. draftB. Promissory noteC. I.O.UD. check7. _____ doesn’t belong to remittance.A. D/DB. D/AC. T/TD. M/T8. Marketing mix includes product, price, place and ___.A. personal sellingB. promotionC. publicityD. people9. The exporter will have to take great risks of non-payment when ___ is taken.A. D/DB. D/AC. D/P at sightD. D/P after sight10. Which group is used only for sea or inland waterway transportation.A. FOB and FCAB. DES and DDUC. CIF and DEQD. CFR and EXW11. The derived terms of CIF are illustrated who shall bear ____.A. clearing chargeB. forwarding chargeC. loading chargeD. unloading charge12. The confirmed L/C is the one confirmed and guaranteed by ___.A. the issuing bankB. the collecting bankC. the remitting bankD. the negotiating bank13 .Group ______ is used only for sea or inland waterway transportation.A. FOB and FCAB. DES and DDUC. CIF and DEQD. CFR and EXW14. Under FOB, the seller’s obligations are to____.A. make export clearanceB. insure the goodsC. chart or book ship spaceD. make import clearance15. Under CIP, the risk dividing line is _____.A. at the factoryB. the ship’s rail at the port of shipmentC. delivery to the carrierD. the ship’s rail at the port of destination16. _______ should be used to calculate the weight of the goods with high economicvalue and unsteady moisture content.A. Gross weightB. net weightC. conditioned weightD. theoretical weight17. Marketing mix includes product, price, place and ___.. A. personal selling B. promotion C. publicity D. people 15.18. ____ is often used in barter trade and compensation trade.A. Revolving L/CB. Transferable L/CC. Back-to-back L/CD. Reciprocal L/C19. According to Incoterms 2000, in CPT, the buyer is not responsible for .A. making a contract of carriageB. making paymentC. accepting goodsD. clearing goods for import20. The term DDP should be followed by:A. point of originB. port of shipmentC. port of buyer’s premisesD. port of exportation21. There are altogether terms defined by the Incoterms 2010.A. 6B. 9C. 11D. 1322. _____ has a lot in common with CIP.A. CFRB. FOBC. CIFD. FCA23. _______ involves two Ls/C.A. Revolving L/C and Standby L/CB. Red clause L/C and Revolving L/CC. Reciprocal L/C and Back-to-back L/CD. Confirmed L/C and Irrevocable L/C24. A company exported a cargo under CIF, but the cargo was destroyed completely onthe sea, the buyer ______.A. may refuse to pay because the goods was not landedB. should make the payment against the document provided by the sellerC. may make a claim against the carrierD. should ask the negotiating to decide whether to pay or not25. The operation of collection is conducted by ________.A. the customer and the remitting bankB. the remitting bank and the collecting bankC. the presenting bank and the draweeD. the collecting bank and the presenting bank26. Warsaw-Oxford Rules 1932 was made up by the Association of International Law forexplaining contractA. DESB. FASC. CIFD. CPT27. According to Incoterms 2000, under CIF, the goods drop into to sea from the tackle whenloading the ship, ____ should bear the loss.. The seller B. The buyer C. The carrier D. Both the seller and the buyer28. A _____ is drawn by the importer and sent to the exporter.A. draftB. Promissory noteC. I.O.UD. check29. If the seller has difficulties in making import clearance, _____ should not beadopted.A. DDUB. FOBC. DDPD. CIF30. A credit can be transferred by ______.A. the first beneficiaryB. the second beneficiaryC. the third beneficiaryD. any person31. The derived terms of FOB are illustrated who shall bear ____.A. clearing chargeB. forwarding chargeC. loading chargeD. unloading charge32. A check must be signed by ______A. the drawerB. the draweeC. the payerD. the payee IV. True or false1. ____ Proper or improper price terms may make no difference between profit and loss,between seller and the buyer.2. ____ DDP is the best delivery term for the importer.3. ____ The terms of delivery are always quoted by the buyer rather than by the seller.4.____ The import duty is to be paid by the seller under DES.5.____ Under FCA, the exporter fulfills his obligations by supplying the goods to theairport authority.6. ____ Each term has a “liability point’, which means that costs and risks are all movedover to another party from that very point.7._____Price terms are mainly applied to determine the prices of commodities ininternational trade.8. _____FCA and CPT have one thing in common that the seller delivers when thegoods are handed over to the first carrier nominated by the buyer.9_____All terms starting with a “D” are arrival contract terms and they all indicate actualdelivery.10____ According to general practice, if FOB is not followed by stowed or trimmed, the buyer should pay the stowing or trimming charges.11．_____ In international trade, the Metric System is the only calculating system allowed to indicate the quantity of goods.12. _____Net weight refers to the actual tare of all the packing materials.13. _____ Demand Draft is also called remittance by banker’s demand draft.14. ____ An offer is terminated when it is rejected or over the term of validity.15. ____ One of the similarity between FCA/CPT/CIP and FOB/CFR/CIF is that all aresymbolic delivery.16.____ In order to build the market picture, the exporter has to gather a great variety ofinformation for his decision-making.17.. _____There are many ways of direct investigation: by visits, personal interviews,telephone contracts with customers, sending questionnaires and so on.18. ___The more or less clause in a sales contract allows the seller to deliver as more oras fewer goods as he wants.19. ____ Quantity clause of goods is an essential term in a effective contract.20. ____ Some agricultural products are often sold by name of origin.21. ____ Under Collection, the bank should be liable for non-payment of the importer22. ___ Conditioned weight is usually adopted to measure goods of high economic valueand unsteady moisture content.23.. ____ EXW should not be used if the buyer can’t carry out the export formalities. Insuch circumstance, the trade term FCA should be used.24. _____The information about the credit or financial standing of an overseas trader can be obtained only from banks.25._____ The contract which is generally adopted in import and export business is theinformal written contract, either a sales contract or a purchase contract.26.. ___ “Quote Honey ELA 200 metric tons June shipment reference price USD 1050.00CIF New York” is a firm offer. （3）27. ____ Under Collection, the bank should be liable for non-payment of the importer.28. _____ Any discrepancy in the commercial documents will make the bank refuse tonegotiate.29.. ____ When a transaction is concluded by the buyer’s sample, the seller shouldbeware of the issue of intellectual property. （6）30. ___ Large-sized machines are sold not only by brand name or trade mark but also byillustration.31. ____ If part of the raw materials and equipments are destroyed by a fire, the seller isexempt from his obligation of implementing the contract.32. ___ If the buyer failed to issue an L/C within the stipulated time, and the seller doesn’twant to break off the transaction, he may urge the buyer to open the L/C and still preserve his right to claim against the buyer.33. ____ Quality standard and safety standard are non-tariff barrier that can restrictimports effectively.34. ____ Foreign exchange control is a tariff barrier that can restrict imports effectively.35. ____ When nations export more than they import, they have an unfavorable balance oftrade. When they import more than they export, a favorable balance of tradeexists.36.______An offer without engagement is made when a seller promises to sell goods at a stated price within a stated period of time.37.. ______Countries with different political and economic systems take different attitudes toward foreign trade and their policies related to import and export, foreign exchange control, customs duties may not greatly affect the demand for your products.38.------ Both offer and acceptance can be withdrawn and revoked.39.. ------ The two integral links in international trade negotiation are offer and counteroffer.40.. ____Conditioned weight is usually adopted to measure goods of high economic valueand unsteady moisture content.41. ____ Under CFR Liner Terms, the buyer bear the unloading charge.42. ____ EXW indicates actual delivery.43. ___ The commonly-used ways to measure the weight of goods are by gross weight,by net weight, by conditional weight and tare weight.44. ____ EXW should not be used if the buyer can’t carry out the export formalities. Insuch circumstance, the trade term FCA should be used.45. _____ A promissory note is an unconditional order to pay in writing46. __ G.M.Q and F.A.Q are to general terms, when in use, they are often supplanted bysome concrete specification. （47. _____ If a buyer agree to take delivery of the excessive part of goods, he should paythem at contract price or market price..（6）48. _____ Demand Draft is also called remittance by banker’s demand draft.49. _____ If an L/C doesn’t specify either as being revocable or irrevocable, it will beregarded as irrevocable.50.____ If an L/C doesn’t specify either as being revocable or irrevocable, it will beregarded as irrevocable.51. ____ Usually, an L/C can be transferred two times.52 _____ A transferable L/C can be transferred in whole partially to one or more than onesecond beneficiary.V. Case AnalysisCase one某公司从美国进口瓷制品5000件，外商报价为每件10美元FOB Vessel New York，我方如期将金额为50000美元的不可撤销即期信用证开抵买方，但美商要求将信用证金额增加至50800美元，否则，有关的出口关税及签证费用将由我方另行电汇。
联合国国际货物买卖合同公约英文版
联合国国际货物买卖合同公约英文版全文共10篇示例，供读者参考篇1Once upon a time, there were a group of countries who got together to make rules about buying and selling things between them. This group of countries is called the United Nations. They made a special set of rules called the United Nations Convention on Contracts for the International Sale of Goods (CISG).The CISG is like a big rulebook that tells countries how to make deals when they want to buy and sell things with each other. It has lots of rules about what should happen when you buy something from another country, like what the price should be, when the goods should be delivered, and what to do if there's a problem with the goods.One of the important rules in the CISG is that when two countries make a deal to buy and sell something, they have to follow the rules in the CISG unless they decide to make their own rules. This helps countries work together and understand each other when they're doing business.For example, let's say a company in the United States wants to buy some toys from a company in China. They can use the CISG to help them make the deal. The CISG will tell them what they should include in their contract, like the name of the toys, the price, and when the toys should be delivered.If there's a problem with the toys, like if they're damaged during shipping, the CISG also has rules to help the countries solve the problem. They can talk to each other and try to come up with a solution that's fair for both of them.In the end, the CISG is a helpful set of rules that countries can use to make deals when they want to buy and sell things between them. It helps them understand each other better and work together to solve any problems that might come up. So, next time you want to buy something from another country, remember the CISG and how it helps countries do business together!篇2Hey guys! Today we are going to talk about something super important - the United Nations Convention on Contracts for the International Sale of Goods, also known as the CISG. It'slike a set of rules that helps people from different countries when they want to buy or sell things to each other.So basically, the CISG helps make sure that everyone follows the same rules when they are buying or selling things internationally. This way, there are no misunderstandings or confusion between the parties involved. It's kind of like having a referee during a soccer game to make sure everything is fair and square.The CISG covers things like how a contract is formed, the rights and obligations of the buyer and seller, and what happens if there is a problem with the goods being sold. It also sets out rules for things like how the price is determined, when the goods should be delivered, and what happens if one of the parties doesn't fulfill their side of the deal.One cool thing about the CISG is that it applies automatically to contracts between parties from different countries, unless they specifically say they don't want it to apply. This helps make international trade smoother and more predictable for everyone involved.So there you have it - the CISG in a nutshell! It may sound complicated, but it's actually a really helpful set of rules that make international trade a lot easier. So next time you're buyingor selling something to someone from another country, remember the CISG and how it helps make sure everything goes smoothly.篇3Hi everyone, I'm going to tell you all about something really cool called the United Nations Convention on Contracts for the International Sale of Goods, or CISG for short. It's like a special set of rules that countries use when they buy and sell things with each other.So basically, CISG is like a big agreement between lots of countries. It helps them all have the same rules when they trade goods across borders. That way, everyone knows what to expect and it's fair for everyone.One of the important things about CISG is that it covers things like how contracts are made, what happens if there's a problem with the goods, and what the rules are for things like delivery and payment. It helps make sure that all the countries involved in a trade deal are on the same page.CISG is super helpful because it makes international trade easier and more reliable. It's kinda like having a set of guidelines to follow so that everyone knows what they're supposed to do.Plus, it can help solve any disagreements that might come up during a trade deal.All in all, CISG is a really cool thing that helps countries work together when they buy and sell goods. It makes international trade smoother and fairer for everyone involved. So next time you hear about CISG, remember that it's like a big rulebook for countries to follow when they're trading with each other. How awesome is that?篇4Hello everyone! Today I'm going to tell you guys all about the United Nations Convention on Contracts for the International Sale of Goods, also known as the CISG. It's like a set of rules that countries all around the world can use when they buy and sell things to each other. Cool, right?The CISG is really important because it helps countries make fair deals with each other. So let's say a company in China wants to sell some toys to a company in the United States. If both countries have agreed to follow the CISG, then they can use it to decide things like the price, how the toys will be delivered, and what happens if there's a problem with the toys.The CISG has a lot of rules to help make sure things go smoothly. For example, it says that when two companies make a deal, they have to follow the terms of the contract. And if something goes wrong, like if the toys aren't what the company in the US expected, then the CISG can help them figure out how to fix the problem.But remember, the CISG is just a set of guidelines. Companies can still make their own contracts with different rules if they want to. It's like having a game with basic rules, but you can add your own twists to make it more fun.So next time you hear about the CISG, remember that it's all about making sure countries can buy and sell things fairly with each other. And who knows, maybe one day you'll be working with international contracts too!篇5Once upon a time, in a super duper big place called the United Nations, there was a special agreement called the United Nations Convention on Contracts for the International Sale of Goods. Woah, that's a mouthful! But don't worry, I'll break it down for you!So basically, this agreement is all about how countries around the world can buy and sell stuff to each other. It's like a big rulebook that everyone follows when they want to trade things like toys, clothes, or even yummy snacks!One of the coolest things about this agreement is that it helps countries from different parts of the world understand each other better when they're doing business. It sets out rules about things like when a contract is formed, how to deliver goods, and what happens if something goes wrong.But wait, there's more! The agreement also covers important stuff like how to settle disputes between buyers and sellers, and what happens if one of them doesn't follow the rules. It's like having a super smart referee to make sure everyone plays fair!So next time you see a toy or a game that says "Made in China" or "Made in Germany", remember that it's all thanks to the United Nations Convention on Contracts for the International Sale of Goods that countries can trade with each other smoothly and fairly. Yay for international trade!篇6Hey guys! Today I'm gonna tell you all about the United Nations Convention on Contracts for the International Sale ofGoods (CISG). It's like a super important set of rules for when people from different countries buy and sell stuff to each other.So basically, the CISG helps to make sure that there are fair rules in place when it comes to international trade. It covers things like what should be in a contract, when the contract is considered to be formed, what happens if the goods are defective, and what the remedies are if one party doesn't follow the contract.One cool thing about the CISG is that it applies automatically to contracts between parties from countries that have signed on to it. So if you're buying something from a country that is also a member of the CISG, then these rules will apply to your deal.But remember, the CISG only covers the sale of goods, not services or real estate. So if you're buying a car or a computer from another country, the CISG will help protect your rights.So there you have it, the CISG in a nutshell! It's like a superhero that helps to make sure that trades between countries are fair and square. Pretty cool, right?篇7Title: The United Nations Convention on Contracts for the International Sale of GoodsHey guys, I'm gonna tell you all about this super important thing called the United Nations Convention on Contracts for the International Sale of Goods, or as we like to call it, the CISG. It's like a special rulebook for when people from different countries wanna buy and sell stuff to each other.So, the CISG is all about making sure that when people are buying and selling things internationally, everyone follows the same rules. This way, there are no misunderstandings and everyone knows what to expect.One of the cool things about the CISG is that it covers things like when a contract is formed, what happens if the goods are damaged during shipping, and what happens if one side doesn't follow the agreement. It even has rules for things like how to figure out what currency to use and what language the contract should be in.The CISG is super important because it helps make international trade easier and fairer for everyone involved. It's like having a secret code that everyone follows so that everyone can trade with each other without any problems.So, next time you're buying something from another country, remember the CISG and how it helps make sure that everything goes smoothly. Cool, right?That's all for now, kids! Thanks for listening to my talk about the United Nations Convention on Contracts for the International Sale of Goods. See you next time!篇8So, like, once upon a time, there was this really cool thing called the United Nations Convention on Contracts for the International Sale of Goods. It's basically like a set of rules that everyone around the world can use when they wanna buy or sell stuff to each other.So, let's say that you wanna sell some awesome toys to a kid in another country. You can use this Convention to make sure that both you and the kid are on the same page about things like the price, the delivery date, and even what happens if something goes wrong with the toys.One of the really cool things about this Convention is thatit's super flexible. It lets you and the kid make changes to the contract to fit your needs. So if you wanna add something like a special warranty or a discount, you can totally do that!But, you gotta remember to follow all the rules in the Convention too. Like, you can't make a contract that goes against the laws of your country or the kid's country. And you gotta be fair and honest when you're making the deal.So, yeah, the United Nations Convention on Contracts for the International Sale of Goods is like a really awesome way to make sure that buying and selling stuff between different countries goes smoothly. It's like a super cool superhero that protects all the kids all around the world when they wanna trade their toys!篇9Hey guys, have you heard of the United Nations Convention on Contracts for the International Sale of Goods? It sounds super fancy, but basically it's a set of rules that help countries all over the world trade with each other smoothly. Let me break it down for you in simple terms!So, this Convention is all about making sure that when people from different countries buy and sell stuff to each other, there are clear rules to follow. It's like having a playbook for international trade! The rules cover things like how to make acontract, what happens if one side doesn't deliver the goods, and how to resolve disputes if something goes wrong.One cool thing about this Convention is that it applies to pretty much every country in the world. That means if you're trading with someone in another country, you can both rely on these rules to make sure everything goes smoothly. It's like having a universal guidebook for international trade!Now, you might be thinking, "But why do we need these rules? Can't people just make deals on their own?" Well, the thing is, different countries have different laws and customs when it comes to buying and selling goods. This Convention helps to bridge those gaps and make sure everyone is on the same page.So, next time you're buying or selling something to someone in another country, remember the United Nations Convention on Contracts for the International Sale of Goods. It's like having a set of rules to play by, no matter where in the world you are trading! Let's keep those goods moving and make global trade a breeze!篇10Title: The United Nations Convention on Contracts for the International Sale of GoodsHey guys, ever heard of the United Nations Convention on Contracts for the International Sale of Goods? It’s like this cool rulebook that helps countries around the world when they buy and sell stuff to each other. Let me explain it to you in akid-friendly way.So, let’s say you want to buy a cool toy from a kid in another country. You both agree on the price and all the details. But what happens if the toy arrives and it’s broken or not what you expected? That’s where the UN Convention comes in. It sets out rules for how to deal with these kinds of situations so everyone is treated fairly.One of the cool things about the Convention is that it has rules that apply to everyone, no matter where they’re from. This makes it easier for countries to trade with each other because they know what to expect and how to resolve any problems that come up.For example, the Convention says that if there’s a problem with the toy you bought, you can return it and get your money back. Or you can ask the seller to fix it or even get a replacement. It’s all about making sure both parties are happy with the transaction.Overall, the UN Convention on Contracts for the International Sale of Goods is like a superhero that protects buyers and sellers when they trade across borders. It may sound compl icated, but it’s actually pretty cool and helps make international trade fair and smooth. So next time you buy something from another country, remember that the UN Convention has got your back!。
国际贸易术语解释通则2010之FAS(中英对照版)
RULES FOR SEA AND IINLAND WATERWAY TRANSPORT只适用于海运和内河运输的规则FREE ALONGSIDE SHIP 船边交货FAS (insert named port of shipment) Incoterms 2010 船边交货（…指定装运港）GUIDANCE NOTE 序言This rule is to be used only for sea or inland waterway transport.“Free Alongside Ship” means that the seller delivers when the goods are placed alongside the vessel (e.g., on a quay or a barge) nominated by the buyer at the named port of shipment. The risk of loss of or damage to the goods passes when the goods are alongside the ship, and the buyer bears all costs from that moment onwards.The parties are well advised to specify as clearly as possible the loading point at the named port of shipment, as the costs and risks to that point are for the account of the seller and these costs and associated handling charges may vary according to the practice of the port. The seller is required either to deliver the goods alongside the ship or to procure goods already so delivered for shipment. The reference to “procure” here caters for multiple sales down a chain (‘string sales’), particularly common in the commodity trades.Where the goods are in containers, it is typical for the seller to hand the goods over to the carrier at a terminal and not alongside the vessel. In such situations, the FAS rule would be inappropriate, and the FCA rule should be used. FAS requires the seller to clear the goods for export, where applicable. However, the seller has no obligation to clear the goods for import, pay any import duty or carry out any import customs formalities.该术语仅适用于海运或内河运输。
2010贸易通则
国际贸易术语解释通则2010简介《2010年国际贸易术语解释通则》(International Rules for the Interpretation of Trade Terms 2010, 缩写Incoterms 2010 是国际商会根据国际货物贸易的发展，对《2000年国际贸易术语解释通则》的修订，2010年9月27日公布，于2011年1月1日实施。
一、相对于INCOTERMS2000，Incoterms 2010的主要变化1. 术语分类的调整:由2原来的EFCD 四组分为适用于两类：适用于各种运输方式和水运2.贸易术语的数量由原来的13种变为11种。
3.《2010年国际贸易术语解释通则》删去了《2000年国际贸易术语解释通则》4个术语：DAF (Delivered at Frontier)边境交货、DES (Delivered Ex Ship) 目的港船上交货、DEQ (Delivered Ex Quay)目的港码头交货、DDU (Delivered Duty Unpaid)未完税交货，新增了2个术语：DAT（delivered at terminal）在指定目的地或目的港的集散站交货、DAP（delivered at place）在指定目的地交货。
即用DAP取代了DAF、DES和DDU三个术语，DAT取代了DEQ，且扩展至适用于一切运输方式。
4.修订后的《2010年国际贸易术语解释通则》取消了“船舷”的概念，卖方承担货物装上船为止的一切风险，买方承担货物自装运港装上船后的一切风险。
在FAS，FOB，CFR和CIF等术语中加入了货物在运输期间被多次买卖（连环贸易）的责任义务的划分。
考虑到对于一些大的区域贸易集团内部贸易的特点，规定，Incoterms? 2010不仅适用于国际销售合同，也适用于国内销售合同。
Incoterms2010 are arranged into the two distinct groups:Any Mode of TransportCIP – Carriage and Insurance PaidCPT – Carriage Paid ToDAP – Delivered At PlaceDAT – Delivered At TerminalDDP – Delivered Duty PaidEXW – Ex WorksFCA – Free CarrierSea and Inland Waterway Transport OnlyCFR – Cost and FreightCIF – Cost, Insurance and FreightFAS – Free Alongside ShipFOB – Free On Board《2010年国际贸易术语解释通则》共有11种贸易术语，按照所适用的运输方式划分为两大类：第一组：适用于任何运输方式的术语七种：EXW、FCA、CPT、CIP、DAT、DAP、DDP。
员工规章制度10条英文
员工规章制度10条英文1.Punctuality: All employees are expected to arrive at work on timeand begin their duties promptly.2.Dress Code:Employees are required to adhere to the company’sdress code policy at all times.3.Confidentiality: All employees must maintain confidentiality ofcompany information and respect the privacy of colleagues.4.Professional Conduct: Employees are expected to conductthemselves in a professional and courteous manner when interacting withclients and colleagues.e of Company Resources: Employees should use companyresources, including equipment and facilities, responsibly and for work-related purposes only.6.Attendance: Regular attendance is essential. Employees must notifytheir supervisor in advance if they are unable to report to work.7.Performance: Employees are expected to perform their dutiesdiligently and meet the standards set by the company.8.Health and Safety: Employees must comply with all health and safetyregulations and report any hazards or incidents to their supervisor.9.Conflict of Interest: Employees should avoid situations where theirpersonal interests conflict with the interests of the company. Any potentialconflicts of interest must be disclosed.pliance: Employees are required to comply with all companypolicies and procedures, as well as relevant laws and regulations.These rules and regulations are essential for maintaining a positive work environment and ensuring the success of the company. Employees who violate these guidelines may be subject to disciplinary action.。
天猫国际争议处理规范
Chapter 1 General Provisions第一条为明确存在争议的交易款项归属或资金赔偿，保障天猫国际上买家和卖家在交易中的合法权益，依据《天猫国际服务条款规则》，制定本规范。
Article 1 These rules are developed in accordance with the “Tmall Global Service Terms” for the purpose of ascertaining the ownership of the transaction funds or monetary compensation of trade disputes and protecting the legal rights and interests of Tmall Global’s Buyers and Sellers during a transaction.第二条天猫国际争议处理规范，是买家和卖家不可撤销地授权天猫国际基于自己的判断，作为独立第三方，对买卖双方存在争议的交易款项归属或资金赔偿做出处理的基本程序与标准。
Article 2 The Tmall Global Dispute Resolution Rules (these “Rules”) are the basic procedures and standards that Tmall Global will refer to when acting as an independent third party irrevocably authorized by its Buyers and Sellers to determine the ownership of the transaction funds and monetary compensation of trade disputes based on its independent judgment.第三条天猫国际将基于普通人的判断，根据本规范的规定对买卖双方的争议做出处理。
国际销售合同范本英文3篇
国际销售合同范本英文3篇篇一International Sales Contract Template (English)This International Sales Contract (hereinafter referred to as the "Contract") is made and entered into on this [Day] of [Month], [Year], and between the following parties:[ Seller's Full Name or Company Name ] (hereinafter referred to as the "Seller"),Address: [ Seller's Address ],And[ Buyer's Full Name or Company Name ] (hereinafter referred to as the "Buyer"),Address: [ Buyer's Address ].WHEREAS, the Seller is engaged in the business of manufacturing and selling [ Description of Goods ] (hereinafter referred to as the "Goods") and is willing to sell the Goods to the Buyer;WHEREAS, the Buyer is interested in purchasing the Goods from the Seller;NOW, THEREFORE, in consideration of the mutual covenants and agreements contned herein, the parties agree as follows:1. Definitions1.1 "Contract" means this International Sales Contract, including all schedules, exhibits, and appendices attached hereto.1.2 "Goods" means the [ Description of Goods ] as specified in the attached Schedule A.1.3 "Delivery Date" means the date on which the Goods are delivered to the Buyer at the designated delivery location.1.4 "Payment Terms" means the terms and conditions of payment set forthin Clause 4 of this Contract.1.5 "Purchase Price" means the total price for the Goods as specified in Clause 2 of this Contract.1.6 "Incoterms" means the International Commercial Terms as published the International Chamber of Commerce.2. Sale and Purchase of Goods2.1 The Seller agrees to sell, and the Buyer agrees to buy, the Goods in accordance with the terms and conditions of this Contract.2.2 The description, quantity, and quality of the Goods are as specified in Schedule A attached hereto.2.3 The Purchase Price for the Goods shall be [ Purchase Price ] (in words: [ Purchase Price in Words ]).3. Delivery and Shipment3.1 The Seller shall deliver the Goods to the Buyer at the designated delivery location on or before the Delivery Date specified in Schedule B attached hereto.3.2 The Seller shall be responsible for the transportation, insurance, and all other costs associated with the delivery of the Goods to the designated delivery location, in accordance with Incoterms [ Specify Incoterms ].3.3 The Buyer shall be responsible for unloading the Goods at the designated delivery location and for all costs associated with unloading, customs clearance, and importation of the Goods into the Buyer's country.4. Payment Terms4.1 The Buyer shall make payment for the Goods in accordance with the Payment Terms specified in Schedule C attached hereto.4.2 Payment shall be made in [ Currency ] and shall be made wire transfer to the Seller's designated bank account.5. Inspection and Acceptance5.1 The Buyer shall have the right to inspect the Goods upon delivery. If the Goods do not conform to the description, quantity, or quality specified in Schedule A, the Buyer may reject the Goods and return them to the Seller at the Seller's expense.5.2 If the Buyer accepts the Goods, the Buyer shall issue a written acceptance to the Seller within [ Number ] days of delivery.6. Warranties6.1 The Seller warrants that the Goods are free from any liens and encumbrances and that the Seller has good and marketable to the Goods.6.2 The Seller warrants that the Goods conform to the description, quantity, and quality specified in Schedule A and are fit for the purposes intended the Buyer.7. Intellectual Property Rights7.1 The Seller warrants that the Goods do not infringe any intellectual property rights of any third party.8. Force Majeure8.1 Neither party shall be liable for any delay or flure to perform its obligations under this Contract due to any cause beyond its reasonable control, including but not limited to acts of God, labor disputes, or disruptions in transportation.9. Termination9.1 This Contract may be terminated either party upon written notice to the other party in the event of a material breach of this Contract the other party, which breach is not cured within [ Number ] days after receipt of written notice.10. Governing Law and Dispute Resolution10.1 This Contract shall be governed and construed in accordance with the laws of [ Specify Jurisdiction ].10.2 Any disputes arising out of or in connection with this Contract shall be resolved arbitration in accordance with the rules of the [ Specify Arbitration Institution ].11. Miscellaneous11.1 This Contract constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.11.2 This Contract may be amended or modified only a written instrument executed both parties.IN WITNESS WHEREOF, the parties have executed this Contract as of the date first above written.[ Seller's Signature ][ Seller's Name ][ Seller's Title ][ Buyer's Signature ][ Buyer's Name ][ Buyer's Title ]Noun Definitions:Contract: A legally binding agreement between two or more parties.Goods: Tangible items that are the subject of the sale.Delivery Date: The date which the goods should be delivered to the buyer.Payment Terms: The agreed-upon conditions for the payment of goods or services.Purchase Price: The total amount to be pd for the goods.Incoterms: International rules for the interpretation of the most monly used terms in foreign trade.篇二International Sales Contract Template (English)This International Sales Contract (hereinafter referred to as the "Contract") is made and entered into as of [Date], and between [Seller's Name], a pany organized and existing under the laws of [Country of Seller], with its principal place of business located at [Seller's Address] (hereinafter referred to as the "Seller"), and [Buyer's Name], a pany organized and existing under the laws of [Country of Buyer], with its principal place of business located at [Buyer's Address] (hereinafter referred to as the "Buyer").1. RecitalsWHEREAS, the Seller is engaged in the business of manufacturing and selling [Description of Goods] (hereinafter referred to as the "Goods");WHEREAS, the Buyer desires to purchase the Goods from the Seller;NOW, THEREFORE, in consideration of the mutual covenants and agreements contned herein, the parties hereto agree as follows:2. Definitionsa. "Contract Price" means the total purchase price of the Goods as specified in Article 4 of this Contract.b. "Delivery Date" means the date on which the Goods shall be delivered to the Buyer as specified in Article 5 of this Contract.c. "Inspection Period" means the period of time during which the Buyer is end to inspect the Goods upon delivery, as specified in Article 7 of this Contract.d. "Payment Terms" means the terms and conditions of payment as specified in Article 6 of this Contract.e. "Shipment" means the dispatch of the Goods from the Seller to the Buyer as specified in Article 5 of this Contract.3. Goodsa. Description: The Goods to be sold the Seller to the Buyer under this Contract shall be [Description of Goods].b. Quantity: The quantity of Goods to be purchased the Buyer under this Contract shall be [Quantity].4. Contract Pricea. The total purchase price for the Goods shall be [Contract Price], inclusiveof all taxes, duties, and other charges, unless otherwise specified.b. The Contract Price shall be pd in [Currency], and the payment terms are as follows:[Specify payment terms, such as: payment upon delivery, 30-day credit terms, etc.]5. Shipment and Deliverya. The Seller shall ship the Goods to the Buyer at [Delivery Address] on or before the Delivery Date.b. The Seller shall provide the Buyer with all necessary documentation related to the shipment, including but not limited to the mercial invoice, packing list, and bill of lading.c. The risk of loss and to the Goods shall pass to the Buyer upon delivery to the designated Delivery Address.6. Payment Termsa. The Buyer shall make payment for the Goods in accordance with the Payment Terms specified in Article 4 of this Contract.b. If the Buyer fls to make payment in accordance with the Payment Terms, the Seller shall have the right to terminate this Contract and pursue legal action for any outstanding payments.7. Inspection and Acceptancea. Upon delivery, the Buyer shall have a period of [Inspection Period] to inspect the Goods.b. If the Goods are found to be defective or non-conforming, the Buyer shall notify the Seller in writing within the Inspection Period.c. If the Buyer fls to notify the Seller within the Inspection Period, the Goods shall be deemed to be accepted the Buyer.8. Warrantiesa. The Seller warrants that the Goods are free from any liens and encumbrances and that the Goods conform to the specifications and descriptions set forth in this Contract.b. The Seller warrants that the Goods are of merchantable quality and fit for the purpose for which they are intended.9. Limitation of Liabilitya. The Seller's liability for any clms, losses, damages, or expenses arising out of or in connection with this Contract shall be limited to the Contract Price.b. The Seller shall not be liable for any indirect, special, or consequential damages, including but not limited to loss of profits, loss of business, or loss of use.10. Force Majeurea. Neither party shall be liable for any flure or delay in the performance of its obligations under this Contract due to any cause beyond its reasonable control, including but not limited to acts of God, labor disputes, or disruptions in transportation.11. Governing Law and Dispute Resolutiona. This Contract shall be governed and construed in accordance with the laws of [Governing Jurisdiction].b. Any disputes arising out of or in connection with this Contract shall be resolved through binding arbitration in accordance with the rules of the [Arbitration Association], and the decision of the arbitrator(s) shall be final and binding upon the parties.12. Entire AgreementThis Contract constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have executed this International Sales Contract as of the date first above written.[Seller's Name]By: [Name of Authorized Representative]Title: [Title of Authorized Representative][Buyer's Name]By: [Name of Authorized Representative]Title: [Title of Authorized Representative]NAMES DEFINED:Contract Price: The total purchase price of the Goods as specified in the Contract.Delivery Date: The date on which the Goods are to be delivered to the Buyer.Inspection Period: The period during which the Buyer is allowed to inspect the Goods upon delivery.Payment Terms: The conditions under which the payment for the Goods is to be made.Shipment: The dispatch of the Goods from the Seller to the Buyer.篇三Title: International Sales Contract Template (English)This International Sales Contract (hereinafter referred to as the "Contract") is made and entered into as of [Date], and between [Seller's Name] (hereinafterreferred to as the "Seller"), a pany incorporated under the laws of [Country of Seller], and [Buyer's Name] (hereinafter referred to as the "Buyer"), a pany incorporated under the laws of [Country of Buyer].1. RecitalsWHEREAS, the Seller is engaged in the business of manufacturing and selling [Description of Goods] (hereinafter referred to as the "Goods");WHEREAS, the Buyer desires to purchase the Goods from the Seller for the purpose of resale or use;NOW, THEREFORE, in consideration of the mutual covenants and agreements contned herein, the parties hereto agree as follows:1.1 DefinitionsFor the purposes of this Contract, the following terms shall have the meanings set forth below:Goods: The products to be purchased the Buyer from the Seller as specified in Exhibit A attached hereto (Annexure A).Delivery: The act of transferring the Goods from the Seller to the Buyer at the specified Delivery Location.Delivery Location: The location designated the Buyer where the Goods are to be delivered.Payment Terms: The terms and conditions upon which the Buyer agrees to make payment for the Goods.Force Majeure: An unforeseeable event beyond the control of a party, which prevents one or both parties from fulfilling their contractual obligations.Inspection: The process which the Buyer examines the Goods to ensure their quality and pliance with the specifications agreed upon.2. Purchase and Sale of Goods2.1 The Seller agrees to sell, and the Buyer agrees to buy, the Goods described in Exhibit A attached hereto (Annexure A) according to the terms and conditions set forth in this Contract.2.2 The total purchase price for the Goods shall be [Price], excluding taxes, duties, levies, or other charges imposed any government authority (collectively referred to as "Taxes"). The Buyer shall be responsible for支付 all Taxes.3. Delivery and Shipment3.1 The Seller shall deliver the Goods to the Delivery Location on or before the Delivery Date specified in Exhibit A.3.2 The risk of loss and to the Goods shall pass to the Buyer upon delivery at the Delivery Location.3.3 The Seller shall provide the Buyer with all necessary documentation, including but not limited to packing lists, mercial invoices, and certificates of origin, as required for the importation of the Goods into the Buyer's country.4. Payment Terms4.1 The Buyer shall make payment for the Goods in accordance with the Payment Terms specified in Exhibit B attached hereto (Annexure B).4.2 Payment shall be made in [Currency], unless otherwise agreed upon the parties in writing.5. Inspection and Acceptance5.1 The Buyer shall have the right to inspect the Goods upon delivery. If the Goods do not conform to the agreed specifications, the Buyer shall notify the Seller in writing within [Number] days of delivery.5.2 If the Goods are found to be defective or non-conforming, the Buyer may, at its sole discretion, reject the Goods and require the Seller to replace the Goods or refund the purchase price.6. Warranties6.1 The Seller warrants that the Goods are of merchantable quality and fit for the purpose for which they are intended.6.2 The Seller warrants that the Goods are free from any liens and encumbrances.7. Force Majeure7.1 Neither party shall be liable for any delay or flure to perform its obligations under this Contract due to Force Majeure, provided that the affectedparty promptly notifies the other party of the existence and nature of the Force Majeure.8. Termination8.1 Either party may terminate this Contract upon written notice to the other party if the other party breaches any material term or condition of this Contract and fls to cure such breach within [Number] days after receipt of written notice thereof.9. Governing Law and Dispute Resolution9.1 This Contract shall be governed and construed in accordance with the laws of [Jurisdiction].9.2 Any disputes arising out of or in connection with this Contract shall be resolved arbitration in accordance with the rules of the [Arbitration Institution], and the decision of the arbitrator(s) shall be final and binding upon the parties.10. Miscellaneous10.1 This Contract constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.10.2 Any amendment or modification of this Contract shall be in writing and signed both parties.IN WITNESS WHEREOF, the parties have executed this International Sales Contract as of the date first above written.[Signature of Seller]Name: [Name of Seller's Authorized Representative]Title: [Title of Seller's Authorized Representative][Signature of Buyer]Name: [Name of Buyer's Authorized Representative]Title: [Title of Buyer's Authorized Representative]Noun Definitions:Seller: The party selling the Goods.Buyer: The party purchasing the Goods.Goods: The products or items being sold.Delivery: The act of transferring the Goods from the Seller to the Buyer.Delivery Location: The designated place where the Goods are to be delivered.Payment Terms: The conditions under which payment for the Goods is to be made.Force Majeure: Unforeseen events beyond a party's control that prevent them from fulfilling their contractual obligations.Inspection: The process of examining the Goods to ensure they meet the agreed specifications.Warranties: Statements or guarantees made the Seller regarding the quality or condition of the Goods.Arbitration: A method of dispute resolution involving an arbitrator who makes a binding decision.。
英语作文为学校图书馆制定规则
英语作文为学校图书馆制定规则Rules and Regulations for Our School Library.Our school library is a vital resource for academic growth and personal development. It houses a diverse collection of books, periodicals, and other learning materials that cater to the interests and needs of students and teachers alike. To ensure that everyone can make the most of this valuable resource, it is imperative to establish a set of rules and regulations. Here are some guidelines that we expect everyone to follow while visiting our library.1. Library Cards and Access.All students and teachers are required to obtain a library card upon enrollment or appointment. This card must be presented at the library entrance for verification purposes. The card ensures that only authorized individuals have access to the collection. Misplaced or lost cardsshould be immediately reported to the library staff.2. Respect for Library Materials.All books, journals, and other items in the library collection must be treated with utmost respect. Rough handling, tearing, marking, or staining of any library materials is strictly prohibited. If any damage is无意中发现的ntentionally caused, the individual responsible will be held accountable and may face disciplinary action.3. Borrowing and Return of Books.Students and teachers are allowed to borrow a limited number of books at a time, as per the regulations set by the library. Borrowed books must be returned within the designated due date to avoid fines or penalties. Extensions can be requested, but they are granted on a case-by-case basis.4. Quiet and Orderly Environment.The library is a place for quiet study and research. Loud talking, laughing, or making any disruptive noises is not permitted. Cell phones and other electronic devices should be silenced or turned off while inside the library. Students and teachers are expected to maintain an orderly and focused environment that promotes learning.5. Use of Library Facilities.The library provides various facilities such as study tables, computers, and printers for student use. These facilities must be used responsibly and with respect. Any damage caused to these facilities will be theresponsibility of the individual involved.6. Food and Drink.Food and drink are not allowed inside the library to prevent staining and damage to library materials. Designated eating areas are provided outside the library where students and teachers can enjoy their meals.7. Dress Code.While in the library, students and teachers are expected to adhere to a dress code that is appropriate for a learning environment. This includes wearing shoes, avoiding revealing clothing, and maintaining a neat andtidy appearance.8. Respect for Library Staff.The library staff is dedicated to providing exceptional service and assistance to all library users. They should be treated with respect and courtesy at all times. Any form of disrespect or harassment towards the staff will not be tolerated.9. Library Hours.The library has specific opening and closing hours that are posted at the entrance. Users are expected to adhere to these hours and plan their visits accordingly. The library may close early or have special hours during holidays,vacations, or for maintenance purposes. Notices will be posted in advance to inform users.10. Penalties for Violations.Violations of any of the above rules may result in disciplinary action, including fines, suspensions, or loss of library privileges. Repeated violations may lead to more severe consequences. It is everyone's responsibility to uphold these regulations and create a positive learning environment in our library.In conclusion, our school library is a valuable asset that requires everyone's cooperation and respect. By adhering to these rules and regulations, we can ensure that the library remains a safe, ordered, and effective spacefor academic growth and personal development. Let us work together to make our library a place where learning flourishes and inspiration takes root.。
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The word archetype is used to describe what a buyer persona is, even David used the word in his book however the question missed by most is this: what makes up an archetype? In my experience over the last ten years, I believe there are 10 rules for creating a buyer persona, an archetype and model of a buyer you wish to deeply understand. Rules garnered from on the ground learning, experience, sweat, tears, many late nights getting it right for a client, meetings with senior executives, deploying their use to hundreds of people in sales and marketing, seeing them in action, and going back to the roots of persona development more than a decade ago. Here is the first: Rule 1: You can't just make up a buyer persona. I see this all the time – the idea that all you have to do is look over your customer data, interview a couple of sales reps, and start creating a buyer persona. It doesn’t work that way. You end up creating a bad buyer persona that offers no real insight. They may look nice but they quickly become the shiny new object. A static snapshot that loses its' luster after used a few times. After many interviews with front line people, I've learned that they put little stock in them when buyer personas are created in this way; and may never admit to doing so out of good old fear in corporate culture. You see, many marketing and sales reps will respond with "I could have come up with that; what's the big hoopla all about?" They are right.
Introduction
You Can’t Make Them Up
The rise in popularity of buyer personas has also meant a rise in people getting them wrong. The building awareness of the term and the idea of using buyer personas in marketing on a mass level can be traced to David Meerman’s Scott book, The New Rules of Marketing & PR. My partner Angela Quail and I worked with courageous companies who were early adopters of buyer personas after Goal Centric launched the buyer persona methodology in 2002. I still can recall the look on executive’s faces when we started talking to them about buyer personas back then – as in – “what are you talking about!?” I guess we should have written a book! We give much kudos to David for writing the chapter he did in his book and he is a great ambassador for putting buyer personas into practice. Here is what is bugging me though of late. While I am extremely excited about the building awareness, I am also seeing with much concern people writing and talking about buyer personas and clearly getting it wrong. I like to add that some going so far to even misquote David from his very own book. Here’s a recommendation I bet David would concur with me on – read the book! It bothers me for a couple of very good reasons: it devalues buyer personas and it puts up a roadblock for buyer personas to inform strategy. Believe me; if executives of major corporations see buyer personas as a “tool” to profile buyers and not a best practice, then the buyer persona development process will not have much hope of expanding beyond that.
Buyer Personas are archetypal representations of customers and buyers that model buyer goals and are derived from qualitative and experiential analysis. They have started to work their way into the mainstream conscious of the marketing realm at an accelerate rate. I have been involved in the persona and buyer persona development movement for over a decade and have witnessed their evolution firsthand. Starting in 2002, our firm Goal Centric carved out a path to transition user persona methodology that informs design strategy to the formulation of buyer persona development methodology that informs customer strategy. Over the years, I have seen many misconceptions about buyer personas in general as well as misunderstanding in how to implement a buyer persona development initiative that informs customer strategy. The following 10 rules are a collection of Buyer Persona Insights blog postings that is intended to provide a foundational understanding of buyer persona development that I hope will help organizations today to realize the full value of buyer persona development.
Don’t Confuse a Buyer Persona with a Customer Profile
If you’ve visited Fisherman’s Wharf in San Francisco, you’ve undoubtedly encountered the many street vendors. One of the most visible is those who promise to draw your caricature profile on the spot. My answer to them these days when they “bark” at me to sit down and have my profile drawn is – “if you can make me look 10 years younger, I’ll do it!” This next rule has to do with profiling. Customer profiles have been around for a very long time. They crept their way into sales methodologies, CRM, marketing, market research, and etc. They have served their purpose in looking at demographics, psychographics, customer purchasing data, geographic concentrations, and other characteristics. All these data points contribute to drawing up a customer profile that describes the characteristics of targeted customers. Hence the next rule: Rule 2: Don’t Confuse a Buyer Persona with a Customer Profile This is a very common misunderstanding about a buyer persona. I’ve seen many attempted descriptions of a buyer persona that describe them as a profile. A buyer persona can include characteristics common to customer profiles however they are intended to go far beyond that to reveal deep insight into your buyers and customers.