销售条款和条件TERMSANDCONDITIONSOFSALE
销售条款及条件
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销售条款及条件〔●〕(“本公司”)按下述条款及条件出售或提供其有关产品以供出售:1. 总则.向本公司发出的任何订单均为已将本销售条款及条件纳入其中的订单,不接受对订单的任何修改。
对接受订单可能作出的任何修改须经本公司书面接受,即使本公司可以完成任何该等订单。
2. 报价. 除非之前予以撤销,否则任何报价的有效期为三十(30)天或报价中列明的其他期限。
报价并非销售义务。
而只是邀请提交订单,在本公司接受订单之前,并不由此产生任何合同关系。
3. 订单. 订单必须为书面形式,带有参考编号并经买方签署。
订单须经本公司接受,且本公司保留全部或部分接受订单或拒绝接受订单的权利。
4. 价格.除非另行明确达成书面协议,否则有关产品的成品中心船上交货(FOB)价应是本公司于交付日的标准目录价格。
如无目录价格。
则以本公司的报价为准。
本公司保留无须预先通知而更改价格的权利。
对本公司而言,价格为净额价,不含任何关税、其他征税,税项、切割或其他服务收费、保险及运费。
要求将来交货的订单应按于装运日有效的价格开出账单。
除本条款及条件中另有说明外,一份订单上的不同产品不得以合并以获得大量购买的定价。
装运的货物多于或少于实际订购数量的,如果偏差不超过已切割卷长度(slitted roll length)的百分之十,构成已完成订单。
5. 取消订单.订单不可取消,但按照本公司因该取消而遭受的任何及一切损失或开支提供充分赔偿的条款而取消则除外。
6. 付款.付款期限为结单日期后30天(另行商定者除外),并如在本公司预先确定的帐单日期后的天数内缴付帐款,可给予折扣,折扣率由公司全权酌情决定。
未在帐单日期后30天内(另行商定者除外)支付的款项应按未付余额支付每月1.5%的滞纳金,列入每月结单计至支付时止。
征收上述收费并非旨在暗示本公司的任何明示或默示的同意、默许或其他协议,已宽容或其他方式延迟收取该等到期款项,买方未能在帐单到期日或之前向本公司支付款项将致使所有其后帐单(不论期限如何)成为立即到期和应付,并且本公司保留在帐款结清之前不再交货的权利。
gmp对销售合同内容具体要求
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gmp对销售合同内容具体要求英文回答:A sales contract is a legally binding agreement between a buyer and a seller that outlines the terms and conditions of a sale. The content of a sales contract can vary depending on the specific transaction and the parties involved. However, there are some common requirements that are typically included in a sales contract.Firstly, a sales contract should clearly state the identities of the buyer and the seller. This includes their names, addresses, and contact information. This is important to establish the parties involved in the transaction and to ensure that there is clear communication throughout the process.Secondly, a sales contract should specify the details of the goods or services being sold. This includes a description of the products or services, the quantity,quality, and any specifications or requirements. It is important to be specific and detailed in this section to avoid any misunderstandings or disputes in the future.Thirdly, a sales contract should outline the terms of payment. This includes the total purchase price, any applicable taxes or fees, and the payment method and schedule. It is important to clearly state the payment terms to ensure that both parties are aware of their obligations and responsibilities.Furthermore, a sales contract should include the terms and conditions of delivery. This includes the mode of transportation, the delivery date or timeline, and any additional costs or responsibilities related to delivery. It is important to specify these details to avoid any confusion or disputes regarding the delivery of the goods or services.Additionally, a sales contract should address any warranties or guarantees. This includes any warranties provided by the seller regarding the quality, performance,or durability of the goods or services. It is important to clearly state the terms and conditions of any warranties to protect the rights and interests of both parties.Moreover, a sales contract should include provisionsfor dispute resolution. This can include a clause specifying the jurisdiction and venue for any legal proceedings, as well as any alternative dispute resolution methods such as mediation or arbitration. Including these provisions can help to resolve any potential disputes in a fair and efficient manner.In conclusion, a sales contract should include the identities of the parties, a description of the goods or services, payment terms, delivery terms, warranties or guarantees, and provisions for dispute resolution. These requirements ensure that both the buyer and the seller are protected and that there is clarity and transparency in the transaction.中文回答:销售合同是买卖双方之间的一份具有法律约束力的协议,详细规定了销售的条款和条件。
General_Terms_and_Conditions_of_Sale_bilingual_17092010
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General Terms and Conditions of Sale通用销售条款和条件1. Scope of application 申请范围1.1 Any offer, sale, delivery or service on the part of WIRTGEN CHINA is governed exclusively by these General Terms and Conditions of Sale (“Sales Conditions”). Any conflicting or differing terms or conditions applied by the Buyer shall be deemed invalid, regardless of when WIRTGEN CHINA learns of them. This shall be the case even if WIRTGEN CHINA is aware of conflicting or differing terms or conditions applied by the Buyer but nevertheless makes delivery to the Buyer without reservations. Any deviation from these Sales Conditions shall be valid only if confirmed in writing by WIRTGEN CHINA. For the purpose of this Sales Conditions, WIRTGEN CHINA refers to WIRTGEN (CHINA) MACHINERY CO., LTD..WIRTGEN CHINA方面作出的报价、销售、交货或服务应仅受到本通用销售条款和条件(“销售条款”)的约束。
销售合同条款 (中英对照)TERMS AND CONDITIONS OF SALE
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TERMS AND CONDITIONS OF SALE条款与条件PLEASE READ THIS DOCUMENT CAREFULLY, ESPECIALLY THE BOLD AND ALL CAPITALIZED CLAUSES. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONSAND EXCLUSIONS THAT MAY APPLY TO YOU. IF YOU HAVE ANY QUESTIONS REGARDING THE TERMS AND CONDITIONS, PLEASE CONTACT INSIGHT SALES REPRESENTATIVE.请仔细阅读本文,尤其是黑体字和加下划线的条款。
这些条款含有与贵方的权利义务有关的重要内容以及可能对贵方适用的限制及除外规定。
如对这些条款和条件有任何疑问,请与Insight的销售代表联系。
This Agreement contains the terms and conditions that apply to your purchase from the Insight entity named on the invoice (“Insight ”) that will be provided to you (“Customer”) on orders for software and services sold to you. By accepting delivery of the products and/or services, Customer agrees to be bound by and accepts these terms and conditions. THESE TERMS AND CONDITIONS APPLY UNLESS (i) THE CUSTOMER HAS SIGNED A SEPARATE FORMAL PURCHASE AGREEMENT WITH INSIGHT , IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (ii) OTHER INSIGHT STANDARD TERMS APPLY TO THE TRANSACTION. Customer acknowledges and agrees that these terms and conditions are subject to change without prior notice at any time, in Insight’s sole discretion.本协议所含条款和条件适用于贵方(“客户”)向Insight 实体(“Insight”)进行的采购(Insight实体的名称会出现在向客户出售软件和服务时将向客户提供的发票上)。
销售条款及条件
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销售条款及条件本销售条款及条件(以下简称“条款及条件”)适用于大中华地区(包括中国境内、香港、澳门及台湾)的买方(定义如下)。
本条款及条件构成买方与卖方之间有约束力的合同。
如买方向卖方购买产品或下订单,要求卖方提供产品或服务,收货或接受产品,或支付任何订单或个别合同的款项,则表明买方接受或被视为接受本条款及条件并受其约束。
1. 定义"卖方" 指威雅利电子(集团)有限公司或其任一现存、将来之关联企业,包括但不限于:威雅利电子(香港)有限公司、雅利电子(中国)有限公司、威雅利电子(上海)有限公司、威雅利电子(深圳)有限公司、台湾威雅利电子股份有限公司。
"买方"指卖方报价单或发票所列向卖方购买产品及/或服务的一方。
"产品" 指卖方向买方提供的并于订单或买卖合同中载明的特定产品。
"买卖合同"指卖方向买方销售产品及/或服务的合同。
本条款与条件构成该买卖合同不可分割之部分,如与买卖合同或买卖双方之间其他合同、协议及法律文件有任何不一致之处,应以本条款及条件规定为准。
"关联企业" 指直接或间接地控制一方或受一方控制,或同受一方控制的组织或实体。
2. 买卖合同(订单)成立买卖合同仅在卖方以电子邮件或双方可以接受的其它方式通知买方并明示接受买方订单后方告成立。
卖方有权因供应短缺、报价或任何其它原因拒绝接受某一订单。
任何一方如欲取消订单或个别合同、变更订单或个别合同规定的交货期或交货数量,须经双方协商一致。
3. 价格及付款3.1产品价格不包含应由买方自行承担的任何税费、运费、管理费、关税或其它类似费用。
3.2 产品及/或服务的价格及付款条件在订单或买卖合同中以书面形式明确约定。
买方同意按时支付货款予卖方,并自行承担与此有关的银行手续费及其它银行费用。
未经买卖双方书面一致同意或经法院或仲裁机构裁决,买方(或其关联企业)不应任意抵消卖方(或其关联企业)对买方(或其关联企业)的到期或未到期债权。
GeneralSalestermsandconditions一般销售条款和条件-Datwyler
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2.2
3.2
The payments to be made by BUYER shall be the full amount and within the deadline specified in the order confirmation and the invoice. BUYER shall make reference to the “DATWYLER Ref. No” on payment evidence confirmed by bank. 由买方支付的款项不应有任何折扣且应在订单确认和发票规 定的时间支付。买方应在经银行确认的付款凭证上注明“德 特威勒的参考号”。 In the case of late payments by the BUYER, DATWYLER reserves the right to impose collection charges as well as a default interest of 6% per annum 如果买方逾期付款,德特威勒保留收取托收费及每年6%的拖 欠利息的权利。 Any additional costs charged to BUYER is payable within seven (7) days upon receipt of invoice issued by. 任何其它附加费用自买方收到发票之日起七(7)日内支付。
such Products at its factory shall be borne by BUYER, provided that DATWYLER, at its sole option, may prepay such costs or charges on behalf of BUYER, and BUYER shall fully reimburse DATWYLER the total amount of such costs or charges immediately upon written requests from DATWYLER. If BUYER fails to reimburse DATWYLER in full, DATWYLER shall have the right to reject delivery of any other Products to BUYER. 所有交付的条件均为德特威勒工厂交货。任何将要交付的产 品的灭失和损害的风险自该产品交付给买方指定的第一承运 人之时起转移至买方。如果买方未能在被德特威勒所确认的 订单上所规定的时间提货,则该货物的风险自订单上所规定 的时间起转移至买方。在德特威勒自其工厂交货之后,所有 产品的运输、处理和保险费用均由买方承担,且德特威勒可 以根据其自行的判断,代表买方预付此种费用,而买方在收 到德特威勒的书面偿付要求后,应立即全额向德特威勒支付 上述费用。如果买方未能全额偿付德特威勒,德特威勒有权 拒绝向买方交付其它任何产品。 All sales of Products to BUYER are final and no Products are permitted to be returned to DATWYLER in any circumstances whatsoever, except only as provided in the case of Product defects and non-conformity with orders. DATWYLER has no responsibility whatsoever to take back any Products that are not sold by BUYER or its customers and BUYER accepts that it has no right whatsoever to compensation or any other payment, accommodation or concession from DATWYLER in such event. None of the Products are supplied by DATWYLER to BUYER on a consignment basis or on the basis that DATWYLER has any legal obligation to assist BUYER in any way (financially or otherwise) to resell the Products. Reselling the Products is in all cases the exclusive responsibility of BUYER. 所有销售给买方的产品都是最终的,且任何产品在任何情况 下都不允许退回给德特威勒,但产品出现规定的缺陷和不符 的情况例外。无论如何,德特威勒都没有任何责任收回买方 或买方的客户没能出售的任何产品,买方也不会由此而获得 任何来自德特威勒的补偿或其他任何支付、补助或赔偿。没 有一件由德特威勒供应给买方的产品是基于委托销售,或基 于德特威勒负有以任何方式(财务方式或其他方式)帮助买 方再次出售的法律义务。产品的再次出售在任何情况下都是 买方自身的责任。
销售条款和条件TERMSANDCONDITIONSOFSALE
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销售条款和条件1.综述。
以下销售条款和条件(以下简称"T&C”)应为适用于各自采购订单或确认上签署的卖方公司(以下简称“卖方”)与买方之间签订的销售合同的唯一条款。
一旦开始工作或订单已经开始传送,买方其他文件中的任何条款和条件若与该销售条款和条件偏离,或与其不一致或内容有所增加,均不能接受,即便可能确认过,如果没有卖方的明确书面同意,对卖方也不应有约束力。
各自的合同与该销售条款和条件只能通过双方签署的文件以书面形式修改,并且应构成双方之间的全部协议。
所有在各自合同之前或同时产生的提议、谈判、表述、建议、声明或协议都不应纳入或构成各自合同的一部分。
2.承兑和价格。
除非卖方以书面形式延长期限,否则报价有效期为30天。
合同仅在卖方订单信息确认后生效。
价格为工厂交货价(EXW),该术语在国际贸易术语解释通则2010中进行了定义,不包括包装费、营业税、使用费、货物税、增值税、消费税或销售产生的其他费用。
由于电子计算的价格记录可能是有“折扣”或为净额基准,票据上的总体价格可能有稍微不同。
3. 装运与交货。
所有的装运都在卖方的经营场所进行工厂交货(工厂、仓库或其他销售地点),除非另有书面协议。
交货日期是个大概的日期,不能确保,且总是在卖方收到买方验收的回执之前还没有卖掉所提供产品的基础上才会进行报价。
承运人装运之日被视为产品交货日期(以下简称“交货日期”)。
交货后,任何损失或损坏的风险将由买方承担。
任何正常交付周期之外的要求可能要额外收取加急费。
卖方保留进行部分交付的权利,除非合同中有与之相反的客户特TERMS AND CONDITIONS OF SALE1.General. The following terms and conditions of sale ("T&C) shall be the only terms applicable to any contract for sale between the seller entity named on the respective purchase order or acknowledgment ("Seller") and Buyer. Any terms and conditions in any of Buyer’s other documents that vary or are inconsistent with or add to these T&C are not acceptable and shall not be binding upon Seller without Seller’s express written consent even though there may have been acknowledgment, if work has commenced or the items ordered have been shipped. The respective contract and these T&C may only be amended in writing by way of a document signed by both parties and they shall constitute the total agreement between the parties. All proposals, negotiations, representations, recommendations, statements or agreements made or entered into prior to or concurrent to the respective contract shall not be included or constitute part of the respective contract.2.Acceptance and Price. Quotations are valid for thirty (30) days unless extended in writing by Seller. A contract shall only become effective upon Seller’s order confirmation. Prices are Ex Works, as that term is defined in Incoterms 2010 and do not include packaging, sales tax, use, excise, VAT, GST, or other charges attributable to the sale. Total prices on invoices may differ slightly, as price records for electronic calculation may either be on a “list and discount”or on a net basis.3.Shipment and Delivery. All shipments are Ex Works Seller ’s premises (plant, warehouse or other point of sale), unless otherwise agreed to in writing. Delivery dates are approximate, not guaranteed, and are always quoted on the basis that the products offered have not been otherwise sold before the receipt of Buyer’s acceptance by Seller. Products are deemed delivered on the day the shipment is made available to the carrier ("Delivery Date”殊协定。
产品销售合同中常见的条款和条件
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产品销售合同中常见的条款和条件一、合同订立及有效性1.1 本合同由买方和卖方双方自愿达成,具有法律约束力。
1.2 任何一方未经书面同意,不得转让本合同下的权利和义务。
二、产品描述2.1 卖方应向买方提供详细的产品描述、规格、数量和价格等信息。
2.2 产品的质量、功能和适用性应与合同约定相符。
三、价格和支付方式3.1 产品的价格应在合同中明确约定,并包括相关费用(如运输、保险等)。
3.2 买方应按照合同约定的时间和方式支付货款。
3.3 如买方未按时支付货款,卖方有权采取合法措施解除合同,并要求买方承担违约责任。
四、交货和验收4.1 卖方应按照合同约定的时间和地点交付产品。
4.2 买方有权在合理的时间内对产品进行检验和验收。
4.3 如产品不符合合同约定的质量标准,买方有权拒绝接收,并要求卖方重新提供符合要求的产品。
五、运输和保险5.1 卖方应负责将产品交付至买方指定的地点。
5.2 如果合同约定由买方承担运输责任,买方应负责安排合适的运输方式和保险。
5.3 如产品在运输过程中损坏或丢失,由损失发生时负责运输的一方承担责任。
六、保修和售后服务6.1 买方应按照产品说明书和保修条款正确使用产品。
6.2 卖方应为产品提供合理的保修期限,并对产品的质量问题提供及时的售后服务。
6.3 在保修期限内,如果产品出现质量问题,买方有权要求卖方进行修理或更换。
七、违约责任7.1 如一方未履行合同义务或履行不符合要求,应承担相应的违约责任。
7.2 违约方应赔偿对方因此遭受的直接经济损失,并承担因此产生的合理费用。
八、不可抗力8.1 如因不可抗力事件导致合同无法履行,双方应免除相互责任。
8.2 不可抗力事件包括但不限于自然灾害、战争、政府行为等不可预见和无法避免的事件。
九、争议解决9.1 双方因本合同引起的争议应通过友好协商解决。
9.2 如协商无法解决,应提交相关争议至有管辖权的法院解决。
十、合同解除及终止10.1 经协商一致,双方可以书面解除合同。
TERMS AND CONDITIONS OF SALE
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TERMS AND CONDITIONS OF SALE1.ACCEPTANCE OF TERMS AND CONDITIONS ALTERATIONS. The provisions on the face hereof, all drawings, specifications, descriptions and other documents attached hereto or incorporated herein, and the Seller s standard terms and conditions of sale set forth hereafter constitute the entire contract between the Seller and the Buyer, and supersede all prior quotations, correspondence and other communications, written or oral, between the Seller and the Buyer. The failure of the Seller to object to any provision in conflict herewith contained in Buyer s purchase order or elsewhere, shall not constitute a waiver of the provisions hereof, nor an acceptance of the Buyer s provision. No waiver, alteration or modification of the terms herein, nor representations or warranties other than expressly herein contained, shall be binding unless made or accepted in writing by an officer of the Seller. Buyer s acceptance of delivery of any shipment of merchandise covered by this acknowledgement shall constitute acceptance in full of these terms and conditions.2.PRICES. The Seller s prices are f.o.b. point of shipment unless otherwise specified. They do not include sales, use or excise taxes, or any taxes of a similar nature now or hereafter imposed with respect to the manufacture, sale or use of the merchandise covered hereby (other than the Seller s income taxes). The amount of any such taxes which the Seller may be required to pay or to collect shall be for the account of buyer and will be added to and become part of the price payable by Buyer.3.TERMS AND CREDIT APPROVAL. a. Unless otherwise specified on the face of this acknowledgement, all orders are for cash and will be shipped on sight draft with bill of lading attached. Invoices will be dated the day of shipment.b.Buyer represents and warrants to Seller that Buyer is solvent and that he has no reason to believe that there is any danger of becoming insolvent. Buyer agrees to notify Seller immediately upon the filing of any voluntary or involuntary bankruptcy proceedings or other proceedings seeking any reorganization, arrangement, or other relief under any statute, law or regulation, or when he has reason to believe that such proceedings may be commenced, or upon the making of an assignment for the benefit of creditors or upon the appointment of any trustee, receiver or liquidator of the Buyer.c.Notwithstanding the foregoing, shipments, deliveries and performance of work shall at all times be subject to the approval of Seller s Credit Department. Seller may, whenever in its opinion any reasonable doubt as to Buyer s responsibility exists, suspend or alter credit terms previously quoted and require payment before shipment or delivery, or before manufacture in case of merchandise to be made to special order. In any such event, Seller shall not be liable for nonperformance of this sales agreement, in whole or in part. Buyer agrees to execute such additional documents as shall in the opinion of Seller satisfactorily secure payment.4.DELIVERY. a. Unless otherwise stated, shipments will be made as soon as merchandise is manufactured, and the Seller will use his best efforts to meet any scheduled delivery date shown on the face hereof. Buyer agrees that Seller shall have no liability for any loss, damages, loss of profits, loss of business, or other consequential damages resulting from Seller s failure to deliver merchandise within the time specified herein.b.Seller reserves the right to ship the products in one lot or in installments as it may determine in its sole discretion. If shipment is made in installments, breach by Seller concerning any installment shall not affect the remainder of the contract.c.If the manufacture or delivery of the materials required hereunder is delayed at Buyer s request, which must be by registered mail or telegram, for more than thirty (30) days after the scheduled delivery date, Seller may bill Buyer for the cost of materials ordered or received and work performed to date of receipt of request.d.Seller may substitute products for those specified so long as the substituted products are of equal or better quality and such substitution does not impair specified performance.5.RISK OF LOSS. The risk of loss or damage to the goods from and after the time of their identification to this agreement, which in no event may occur later than the date of shipment, shall be on Buyer.6.TRANSPORTATION. Seller shall not be liable for any loss or damage sustained in transit. Claims for damages caused in transit must be asserted by Buyer against the carrier. In the event transportation charges from point of origin of the shipment to a designated point are included in the prices herein, hereafter or heretofore quoted:a.Any changes in such transportation charges shall be for the account of Buyer:b.Except as otherwise stated in Seller s quotation, Seller shall not be responsible for switching, spotting, handling, storage, demurrage or any other transportation or accessorial service, nor for any charges incurred therefor, unless such charges are included in the applicable tariff freight rate from shipping point to the designated point;c.No cash discount shall be allowed on any transportation charges included in delivered prices.7.DEFAULT BY BUYERa.If Buyer be in default with respect to this or any other contract with Seller, then, at any time during the continuance of such default, Seller may defer further shipments or cancel this sales agreement with respect to any and all quantities not then shipped. Seller also reserves the right to stop any delivery and/or demand payment in cash against shipping documents in case the Seller has reason to doubt Buyer s ability to pay promptly according to the terms herein stated. Buyer, however, shall have the privilege of satisfying the Seller as to his responsibility and when Seller is so satisfied, shipments shall be made and renewed on the basis of the original terms of this contract. Failure on the part of the Seller to exercise this option in case one or more invoices are not paid when due shall not affect Seller s right to subsequently exercise this option.b.Buyer agrees that if this sales agreement is cancelled by Buyer in accordance with paragraph 8 hereof, any money paid as a down payment shall become the property of Seller to compensate Seller for its liquidated damages resulting from such cancellation.8.CANCELLATIONS. Orders may be cancelled for the convenience of the Buyer only upon condition that Buyer makes immediate payment to Seller for (1) all completed work at the contract price; (2) all work in process, computed by applying to the contract price the percentage of completion, plus a handling charge; and (3) any amounts for which Seller shall be liable by reason of commitments made by it to its suppliers for raw materials or components or finished parts, plus a handling charge applicable to this order. If this acknowledgement relates to a government prime or subcontract, and the termination charges computed as provided above are in excess of those allowable under such a contract, the termination provision set forth in Section 8.706 of the Armed Services Procurement Regulations, as amended and in effect on the date of this acknowledgement, shall supersede the preceding sentence.9.TOOL AND DIE CHARGES. Seller shall retain title to and the right to possession of all special tools, dies, and molds. If no orders are received from Buyer requiring the use of such tooling for a period of one (1) year, Seller may consider the same obsolete and destroy any such tooling with prior concurrence of Buyer, to be received within forty-five (45) days after receipt of notice by registered mail to Buyer.10.WARRANTY. This warranty extends only to the first purchaser (Buyer) of the products listed on the face hereof, and does not extend to any subsequent purchaser of any of these products. Seller warrants to the Buyer that its products and components, when installed correctly according to instructions provided by Seller, and when properly maintained, will be free from defects in workmanship and materials for one year after installation, but not to exceed eighteen (18) months after manufacture. This warranty does not apply to defects caused by faulty installation, misuse, accident, alteration, improper care after installation, or chemical, electrical or physical abuse.If a product or a component is found not to comply with this warranty, the defective product or component shall be promptly returned, freight prepaid, to Seller s factory for examination. If the failure is due to causes other than faulty installation or Buyer abuse, Seller will repair, or at its option replace the component or parts found to be defective at no charge and return to Buyer with shipping charges prepaid, and issue credit for the incoming shipping charge.THE ABOVE WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, STATUTORY OR OTHERWISE, EXPRESS OR IMPLIED, ALL OTHER REPRESENTATIONS TO THE BUYER, AND ALL OTHER OBLIGATIONS OR LIABILITIES WITH RESPECT TO ANY PRODUCT PURCHASED HEREBY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND SELLER S OBLIGATION UNDER ALL SUCH WARRANTIES SHALL NOT EXCEED THOSE SET FORTH ABOVE. NO OTHER WARRANTY OR REPRESENTATION WHATSOEVER, EXPRESS OR IMPLIED, HAS BEEN MADE BY SELLER WHICH HAS BEEN RELIED ON BY THE BUYER. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES OTHER THAN AS SET FORTH ABOVE OR FOR LOSS OF PROFITS OR OTHER INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.11.PATENTS. Seller shall hold Buyer harmless from any expense, injury, or loss arising out of any claim of patent infringement against Buyer by reason of its sale or use on any articles subject to this order which are not made to Buyer s design, specifications, blueprints, drawings or samples. Buyer shall hold Seller harmless from any expense, injury or loss arising out of any claim of patent infringements against Seller by reason of its manufacture or sale of any articles made to Buyer s design, specifications, blueprint, drawings or samples.12.QUANTITIES. Unless otherwise agreed, Buyer will accept over-runs and under-runs on each individual item not exceeding ten percent (10%) of the quantity ordered. The billing will be adjusted accordingly. Lot prices cover a quantity of parts ordered on a single purchase order, to be shipped complete within ninety (90) days of the initial shipment in one, two or three shipments. Ten dollars ($10.00) is considered a minimum order charge.13.DELEGATION OF DUTIES AND ASSIGNMENT OF RIGHTS. Without Seller s prior written consent, Buyer shall neither delegate nor assign or transfer in any manner to any person, firm or corporation his obligations or rights which may accrue under this contract.14.BUYER S REMEDIES AND NOTICE OF DEFECTS. No claim of any kind, whether as to goods delivered or for nondelivery of goods, shall be greater in amount than the purchase price of the goods in respect of which such damages are claimed, and failure to give notice of claim within twenty (20) days from date of delivery or the date fixed for delivery, as the case may be, shall constitute an unqualified acceptance of and a waiver by Buyer of all claims in respect of such goods. Seller shall have a reasonable time from the receipt of such notice to cure any default or defect and if Seller cures within a reasonable time, Buyer shall not be entitled to pursue any legal remedy. Buyer assumes all risk and liability for the results obtained by the use of any products delivered hereunder in processes of Buyer or in combination with other substances. The remedy provided herein shall be the exclusive and sole remedy of Buyer, and right of Buyer to indirect, special, incidental or consequential damages is excluded.15.NON-WAIVER BY SELLER. Seller shall not be bound by or liable to Buyer for any representation, promise or endorsement made by any agent or person in Seller s employ not embodied in this contract.No waiver by Seller of any default shall be effective unless in writing, nor shall it operate as a waiver of any other default on a future occasion. All rights of Seller hereunder shall inure to the benefit of its successors and assigns; and all obligations of Buyer shall bind the heirs, legal representatives and successors of Buyer.PLIANCE WITH LAW. Seller agrees that, in the performance of all work hereunder, it will comply in all material respects with all applicable laws, rules, regulations, ordinances and orders of the United States Government, and of all applicable State or political subdivisions thereof.17.LEGAL EFFECT AND PROCEEDINGS. Upon acceptance by Buyer, this order shall constitute a contract which shall be governed, construed and interpreted in accordance with the laws of the State of Tennessee. The courts of the State of Tennessee shall have jurisdiction to hear and determine any claims or disputes pertaining directly or indirectly to this order or to any matter arising. Buyer hereby expressly submits and consents in advance to such jurisdiction in any action or proceeding commenced in such court, hereby waiving the right to trial by jury and personal service of the summons and complaint or other process issued therein (herein called Process) and agreeing that such Process may be served by registered or certified mail addressed to the party to be served at the address shown on the face hereof or such other address as such party may have designated in writing for receiving notices. Should the party so served fail to answer or appear within thirty (30) days after the mailing of such Process, such party shall be deemed in default and judgment or an appropriate order may be entered as demanded or prayed for in such Process.。
一般销售条款GeneralConditionsofSale
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2015版一般销售条款General Conditions of Sale1.序言1.Preamble上海金马的一般销售条款适用于所有的金马产品系列,并且与所有同客户签订的销售合同内在统一。
这些条款也同时适用于将来可能发生的没有明确说明需要参考这些条款的交易。
These general conditions of sale of Gema Shanghai apply to the entire product range of Gema and are an integral part of all sales contracts concluded with its customers. They also apply to future transactions even if these do not explicitly reference these general conditions of sale.根据销售合同的最终结论,客户应当接受这些条款。
With the conclusion of the sales contract, at the latest, the customer accepts these general conditions of sale.客户订单在获得金马书面确认或是订购的商品已经发货以后才具备约束力。
金马保留无理由拒绝任何订单的权利。
Customer orders become binding only when they are confirmed in writing by Gema, or when the ordered goods are shipped. Gema reserves the right to reject any orders without disclosing the reasons.2. 技术规格和文件2. Technical specifications anddocuments金马公司根据销售合同中具体约定的商品或服务描述供货,不属于合同附件内容的图纸、描述、插图及任何尺寸或者重量规格等技术文件仅作参考用途。
英语杂谈』 [翻译交流]TERMS & CONDITIONS OF SALES(销售条款与条件书)
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同学托我的翻译,明天就要交了,中文为我的译文,请大家帮我修改一下:BLUEBRA 2002 PTE LTDTERMS & CONDITIONS OF SALES(销售条款与条件书)1.ACCEPTANCE OF QUOTATION:In the absence of expressed terms to the contrary, our quotation automatically expires 30 days from the date quoted. Variation to this MUST BE given by us in writing.报价承诺:若对合同条款无异议,我方的报价将自动于报价日起30天后到期。
合同报价有何变动必须由我方书面给出。
2.PRICES QUOTED :The prices quoted cover only the quantity and the delivery schedules specified. Upon receipt receipt of the customer’s acceptance, the price of any article scheduled for delivery on a date beyond a period of 90 days from the date of our quotation is subject to increase or decrease by us unless otherwise agreed in writing. Prices are Ex-factory Singapore unless otherwise specified.报价:报价只包括表中所指定的商品数量与交货条件。
一收到客户的承认书,除非我方另有书面同意,从我方的报价期起九十天后任何货物的交货价格都可提高或降低。
瓦克化学公司一般性销售条款(中英文)
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GENERAL TERMS AND CONDITIONS OF SALETABLE OF CONTENTS1. GENERAL一般性规定2. ORDER订单3. DELIVERY, ACCEPTANCE, RISK TRANSFER交付、接受、风险转移4. PRICE价格5. PAYMENT, DEFAULT OF PAYMENT支付、迟延支付6. FORCE MAJEURE不可抗力7. QUALITY OF GOOD, INFORMATION产品质量、信息8. INSPECTION检验9. LIABILITY责任10. RESERVATION OF OWNERSHIP所有权保留11. APPLICABLE LAW, JURISDICTION AND LANGUAGE适用法律、管辖权和语言1. GENERAL一般性规定Unless otherwise agreed in writing, all sold and delivered Products (“Products”) by Wacker Chemicals (China) Co.,Ltd. or any of its affiliates registered in People’s Republic of China (“Wacker”) to any of its Purchaser (“Purchaser”) shall be exclusively governed by the following General Terms and Conditions of Sale (“GTC”). Other provisions, in particular the Purchaser’s general terms and onditions shall not apply, even if Wacker has not explicitly rejected such conditions or Wacker is aware that contrary or deviating terms and conditions exist.除另有书面约定外,瓦克化学(中国)有限公司或任何一个其在中国的关联公司(“瓦克”)与购买方(“购买方”)间的所有产品(“产品”)销售及交付只受下列一般销售条件(“一般销售条件”)的约束。
销售及采购相关条款及条件(英文版)
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TERMS AND CONDITIONS OF SALE AND PURCHASETABLES OF CONTENTS1 DEFINITION定义2 SCOPE OF APPLICATION 适用范围3 PRICE 价格4 DELIVERY, TITLE AND RISK 货物交付、货物所有权及风险5 LOSS OR DAMAGE 货物损失及损坏6 QUANTITY AND QUALITY 数量与质量7 QUANTITY AND QUALITY CLAIMS 对数量和质量的索赔8 PAYMENT AND CREDIT SUPPORT 支付和信用证9 VAT 增值税10 EXCISE, CUSTOM DUTIES AND TARIFFS 消费税及关税11 INSURANCE 保险12 DEFAULT AND TERMINATION 违约与终止合同13 INTEREST 迟延支付的利息14 FORCE MAJEURE 不可抗力15 LIMITATION OF LIABILITY 责任限制16 REPRESENTATIONS AND WARRANTIES 陈述与保证17 TRADE SANCTIONS 贸易制裁18 BRIBERY AND ANTI-CORRUPTION 不得贿赂19 CONFIDENTIALITY 保密条款20 NOTICES 通知21 CHANGE OF CONTROL 管理层的变动22 ASSIGNMENT 权利和义务的转让23 SEVERABILITY 条款的可分割性24 WAIVERS 权利和义务不得放弃25 THIRD PARTY RIGHTS 第三方的权利26 REACH 欧盟的化学品注册、评估、许可和限制规则27 TELEPHONE RECORDINGS 电话录音28 CHANGE IN REGULATIONS 规则的变更39 LAW AND ARBITRATION 法律与仲裁1 DEFINITION定义"Material Adverse Change" means, any change which, in the reasonable opinion of ARI, may be expected to adversely affect the Counterparty's ability to perform any of its obligations under the Contract including but not limited to any change in: (a) the credit worthiness and/or credit rating of the Counterparty or its Affiliate; or (b) the ability of the Counterparty or its Affiliate to perform any payment obligations under the Contract or any credit support document under which ARI is a beneficiary; or (c) the legality, validity or enforceability of the Contract; or (d) the ownership or control of the Counterparty.“Parties" means ARI and any Counterparty(ies) collectively;“Product(s)" means the product as agreed in the Contract;"Regulation(s)" means any applicable laws, statutes, statutory instruments, rules, regulations,sanctions, boycotts, embargoes, directives or decrees of any state(inclusive of the European Union, and the United Nations), government, instrument of government or public authority and/or, if the context permits, any agreements,concessions and arrangements with any government, instrument of government or public authority;"Seller" means the Party who contracts to sell the Products to the Buyer (Seller may be either ARI or the Counterparty).2 SCOPE OF APPLICATION 适用范围2.1 Unless otherwise expressly agreed these General Terms and Conditions apply exclusively to, and are incorporated by reference into, all Contracts for the purchase and sale of Products by ARI whether such Contracts are concluded orally, in writing, or otherwise. Any contradictory and/or supplementary general conditions shall not apply and are expressly excluded, even in the event that (i) ARI does not expressly object to such conditions, or (ii) if ARI fulfills its obligations unconditionally, in awareness of the contrary or variant general conditions.2.2 These GTCs are intended to be supplemented by a Contract Confirmation. In the event of conflict, ambiguity, or inconsistency between the provisions of the GTCs and the Contract Confirmation, the provisions of the Contract Confirmation shall prevail. In the absence of a Contract Confirmation the Contract shall comprise the GTCs and any other agreed terms, as ascertainable by evidence, or otherwise.2.3 Without limitation, tendering an offer for, placing an order for, accepting an order for, or making or accepting delivery of, Products shall be construed as an acknowledgement and acceptance of these GTCs.2.4 These GTCs apply to all contracts of sale or purchase concluded between ARI and any Counterparty.2.5 No variation of these General Terms and Conditions shall bind ARI unless agreed in writing by an authorised representative of ARI.3 PRICE 价格3.1 Price shall be as set out in the Contract Confirmation, or as otherwise agreed.3.2 Parties shall not be obliged to perform any Contract at a price based on a manifest typing or clerical error.3.3 Under Contract the Parties may agree to affect payment against a provisional price prior to the final price being fixed. Unless otherwise agreed, or in the event the Parties cannot mutually agree upon the provisional price, the provisional price shall be calculated as the average of the official LME cash settlement price for the Products for the five (5) market trading days immediately prior to the provisional price invoice date.4 DELIVERY, TITLE AND RISK 货物交付、货物所有权及风险4.1 Save where specifically provided to the contrary, all trade terms in the Contract will be governed by and interpreted in accordance with Incoterms. In the event of any discrepancy or inconsistency between Incoterms and the Contract the terms of the Contract shall prevail.4.2 Unless otherwise agreed in the Contract, title to the Product shall transfer to the Buyer upon Seller's receipt of full payment. Or in the event the Contract calls for provisional payments titleshall transfer to the Buyer upon Seller's receipt of the first provisional payment.4.3 Transfer of risk from Seller to Buyer shall be on Delivery in accordance with the relevant Incoterm.5 LOSS OR DAMAGE 货物损失及损坏5.1 In the event of a total loss of Product after risk has passed, the Buyer shall pay against Seller's invoice for the entire shipment value of Product based on Seller's certificate of weight, sampling, and analysis.5.2 In the event of partial loss of the Product after risk has passed, the amount to be paid by Buyer in respect of the Product lost or damaged will be the difference between the bill of lading weight and the discharge weight of the remaining contractual Product and will be based on the analysis determined for the remaining Product at the port of discharge.5.3 In the event of loss or damage, whether partial or total, to a shipment of Product following transfer of risk, Seller will not be obliged to replace the lost or damaged quantity.5.4 Buyer will be liable to pay for Product that has been lost or damaged in accordance with the Contract, and Seller will not be obliged to await the settlement of any insurance claim.6 QUANTITY AND QUALITY 数量与质量6.1 Unless otherwise stated in the Contract the Seller's weight certificate, or supplier's weight certificate, whichever is applicable, shall be final and binding.6.2 Quality determination shall be as agreed in the Contract.7 QUANTITY AND QUALITY CLAIMS 对数量和质量的索赔7.1 The Buyer shall notify the Seller in writing of any claim or challenge, and the details of such claim or challenge, relating to the quality or quantity of any shipment of Product within 30 (thirty) days of the Buyer's receipt of the relevant Product. All claims must be accompanied with necessary documentary evidence of non-conformance including photographs, shipment details, lot numbers, marks and identifications of the relevant Products. The validity of any such quantity or quality claim is conditioned upon the Buyer maintaining the relevant Product in its Delivered state, un-consumed and segregated from other possible contaminating materials pending the final determination of the claim.7.2 Buyer's right to claim against the weight of any shipment of Product is limited to circumstances where the Delivered weight differs by more than 0.2% from the weight results evidenced by the Seller under clause 6.1.7.3 Any claim in respect of quality or weight, or challenge to the results evidenced by the Seller shall be treated as waived and absolutely barred if timely notice, details of such claim, and pre-conditions for such claim have not been strictly observed in accordance with clause 7.1.7.4 Where the Buyer makes a compliant claim in respect of quality the Parties shall agree to appoint an independent inspector to inspect and sample any shipment of Product in accordance with current international standard practices. The independent inspector shall analyse the quality of the Product and issue a certificate stating the results of its analysis. The independentinspector's certificate of analysis shall be submitted by email to both Parties simultaneously. The independent inspector's certificate of analysis shall be final and binding on the Parties (save for fraud or manifest error). Where the independent inspector's certificate of analysis determines that the quality of the Product is not in accordance with the terms of the Contract, the Seller shall bear the costs of the independent inspector. Where the independent inspector determines that the quality of the Product is in accordance with the terms of the Contract, the Buyer shall bear the costs of the independent inspector.7.5 Where the Buyer makes a compliant claim in respect of quantity the Parties shall agree to appoint an independent inspector to weigh the shipment of Product. The independent inspector shall submit its weight results by email to both Parties simultaneously. Where the independent inspector determines that the Delivered weight of the relevant shipment of Product is more than 0.2% above or below the weight results evidenced by the Seller under clause 6.1, the independent inspector's results shall be final and binding on the Parties (save for fraud or manifest error) and the Seller shall bear the costs of the independent inspector's weight determination. Where the independent inspector determines that the Delivered weight of the shipment of Product is not more than 0.2%) above or below the weight results evidenced by the Seller under clause 6.1, the weight results obtained pursuant to clause 6.1 shall apply and the Buyer shall bear the costs of the independent inspector's weight determination.8 PAYMENT AND CREDIT SUPPORT 支付和信用证8.1 Due and timely payment is a condition of the Contract.8.2 Payment obligations which arise under Contract shall be made against presentation of a commercial invoice concurrent with any contractually agreed documents required for payment. Payment shall be settled by the Party obligated to pay in accordance with the Contract.8.3 Payment under the Contract shall be in compliance with the currency, form and conditions of payment specified in the Contract, without adjustments, discounts, deductions, set-off, or withholdings of any kind.8.4 If payment is agreed by L/C then such L/C shall be in place on or before the date agreed between the Parties and if no such date is agreed then 10 (ten) days prior to the start of the Contractual shipment period. The L/C shall be for an amount sufficient to cover the mean price under the Contract plus 10 (ten) percent. All L/C charges are for the account of the Buyer. The L/C shall operate in accordance with its terms but no term within the L/C shall operate to vary the terms of the Contract unless expressly agreed by the Parties in writing.8.5 If at any time during the term of the Contract (when ARI is Seller) the market value of the Products has decreased or increased by more than 20% from the agreed Contract price, or in the reasonable opinion of ARI, sufficient credit for the Contract (or any other Associated Contract) has not been established, or if ARI reasonably doubts the due performance of the Contract (or any other Associated Contract) [inclusive of any demurrage obligations] ARI may upon 2 (two) Geneva banking days notice to the Counterparty change the terms of payment to require the Buyer to provide satisfactory credit support and/or require satisfactory security ("Credit Support") as a condition precedent to performance by the ARI under Contract, including without limitationrequiring an advance payment, a deposit, an executed and enforceable parental guarantee in ARI’s wording, a L/C, or a bank guarantee. In the event the Counterparty fails to provide timely Credit Support then such failure shall be an Event of Default, and ARI’s Contract obligations shall be immediately suspended without notice.9 VAT 增值税9.1 Unless otherwise expressly provided in this Contract, the price specified in this Contract (whether fixed or fixed pursuant to the terms of this Contract) is exclusive of VAT.9.2 The Parties recognize that VAT may be due on individual Deliveries made under this Contract at different rates in different countries and the Parties agree to supply all necessary information required to issue invoices compliant with the VAT laws of the country in which the Delivery occurs, and all necessary information required to file complete and accurate returns with the appropriate taxing authorities.9.3 If VAT is not to be assessed on the Delivery, the Buyer shall be responsible for supplying all necessary documentation which Seller needs to not assess VAT on the Delivery. If the Buyer fails to provide such documentation to the Seller, the Seller may assess VAT on the Delivery at the rate applicable in the country in which the Delivery is assessed for VAT. If the Seller assesses VAT on the Delivery, the Buyer shall pay VAT as specified in the Seller's invoice.9.4 If the Seller initially charged VAT on the Delivery but the Buyer subsequently presents documents to Seller which allow for the Delivery to be free from VAT, the Seller shall: (a) return the amount of VAT in respect of the Delivery actually recovered from the relevant taxing authority , in the currency in which it is received, and within 3 (three) working days of receipt by the Seller of payment from such taxing authority; and (b) present to the Buyer a supplemental invoice on which no VAT is assessed on the Delivery.10 EXCISE, CUSTOM DUTIES AND TARIFFS 消费税及关税10.1 Without prejudice to VAT provisions set out in the Contract, any taxes, tariffs and duties whether existing or new on the Product or on commercial documents relating thereto imposed in the country of origin or shipment shall be borne by the Seller. Any taxes, tariffs and duties whether existing or new on the Product or on commercial documents relating thereto imposed in the country of destination shall be borne by Buyer.10.2 The Counterparty shall provide ARI with all information and documents required by ARI to observe the Regulations relating to excise, custom duty, or tariffs. In the case of Delivery of Products subject to excise, custom duty, or tariffs the Counterparty undertakes to observe the applicable Regulations. In the case of Deliveries of Products under duty suspension, the Counterparty shall, in particular, be required to observe all applicable procedures and Regulations. The Counterparty shall, upon first request of ARI, indemnify and hold harmless ARI from and against any Liability (including claims for excise duty, custom duty or any other payments) arising from the Counterparty's breach of obligations under this clause.11 INSURANCE 保险Each Party undertakes to obtain and maintain a sufficient liability insurance policy with a reputable insurance company, as from the effective date of the Contract, covering all the risks associated with its activities, arising out of or as a consequence of its obligations under theContract. Each Party shall provide the other Party, upon request, with an insurance certificate.12 DEFAULT AND TERMINATION 违约与终止合同12.1 The Party in default shall be the "Defaulting Party" and the other Party, not in default, shall be the "Non- Defaulting Party". Under the Contract 12.1.1 and12.1.2 below shall individually, or collectively, be defined as an "Event of Default":12.1.1 the Defaulting Party is in breach of or omits to observe any of the obligations or undertakings expressed to be assumed by it under the Contract, including but not limited to; (a) the failure by the Defaulting Party to pay any amounts owing when due without adjustments, discounts, deductions, set off, or withholdings of any kind; and/or (b) the failure by the Defaulting Party to take Delivery during a period, or at an agreed date, of any Products as provided for in the Contract; and/or (c) the Defaulting Party loses or does not possess any licence, or consent which is necessary to perform the Defaulting Party's Contract duties and obligations; and/or (d) performance of the Contract becomes contrary to any Regulations imposed by any government, or any quasi- governmental entity having jurisdiction over the Defaulting Party whose performance is affected;12.1.2 the Defaulting Party, or any Affiliate of the Defaulting Party, is generally not paying its debts as they become due, files or consents by answer or otherwise to the filing against it of any petition or case seeking relief under any bankruptcy, liquidation, insolvency or similar law (collectively "Insolvency Laws"), becomes bankrupt or insolvent, has an asset value less than its liabilities (taking into account contingent and prospective liabilities), has any petition or proceedings under Insolvency Laws commenced against it, makes a general assignment for the benefit of its creditors, applies for, or consents to, the appointment of a custodian, receiver, trustee, conservator or other officer(s) with similar powers over it or over any substantial part of its property.12.2 Suspension of the Non-Defaulting Party's performance obligations under the Contract shall be effective immediately upon occurrence of an Event of Default. Without prejudice to lesser termination time limits as set out in the Contract the Defaulting Party shall have five (5) running days (or a longer time limit chosen at the Non- Defaulting Party's sole discretion) after notice of an Event of Default to remedy such. If the Event of Default remains unremedied at the end of the default notice time period, or if the Event of Default is not capable of remedy, the Contract shall be immediately terminated without notice.12.3 In any event, the Defaulting Party shall immediately provide written notice to the Non-Defaulting Party of the occurrence or expected occurrence of an Event of Default.12.4 If the Counterparty is the Defaulting Party, then, notwithstanding any other provision of the Contract to the contrary, ARI shall be free to assign to any third party any and all of ARI’s rights under the Contract, whether present or future, actual or contingent, including, without limitation: (i) any and all rights to require the due and punctual observance, discharge and performance by the Counterparty of all the Counterparty's obligations and Liabilities under the Contract;(ii) all rights to money received or receivable by ARI’s from Counterparty under the Contract as a Liability, or otherwise; (iii) the right to claim for any Liability, or any other available remedy, under the Contract.12.5 Notwithstanding any other provisions in the Contract to the contrary if the Counterparty is the Defaulting Party then ARI shall have the right, exercisable in its sole discretion at any time, toadjust, discount, deduct, set-off, or withhold (collectively "Set Off') any or all amounts which ARI owes to the Counterparty (under Contract, Associated Contract, or otherwise) against any or all amounts which the Counterparty or any Affiliate of the Counterparty owes to ARI (whether under Contract, Associated Contract, or otherwise). If an obligation is unascertained, ARI may, in good faith, estimate the amount of that obligation and Set Off amounts owed in respect of the estimate, subject to the relevant Party accounting to the other Party when the obligation is ascertained.13 INTEREST 迟延支付的利息A Party shall pay interest daily on any amount due and owing by that Party under the Contract and not paid on the due date. Interest shall be calculated at the LIBOR US DOLLAR monthly rate plus 5% per annum (pro rata for part thereof) and shall be compounded monthly.14 FORCE MAJEURE 不可抗力14.1 Prevention, curtailment, delay, hindrance, interference with, or reduction of, a Party's ability to perform the terms, provisions or conditions of this Contract shall not give rise to any claim by a Party hereto against the other, or be deemed to be a breach of this Contract if the same is proven to be caused by, or arise out of; (i) war (whether declared or not), hostilities, sabotage, blockade, revolution, or disorder; (ii) expropriation or nationalization; (iii) cutoff of energy supplies to facilities for the production of the Product; (iv) disruption of rail transportation of Product to the load port, and consequent delays; (v) breakdown or damage to storage or loading facilities; (vi) prevention of loading by terminal or port authorities; (vii) embargoes or export restrictions; (viii) acts of God, explosion, fire, frost, earthquake, storm, lightning, tide, tidal wave or perils of the sea; (ix) accidents of navigation or breakdown of or injury to vessels; (x) accidents to or closing of harbours, docks, straits, canals or other assistances to or adjuncts of shipping or navigation; (xi) strikes, lockouts or other labour disturbances; (xii) or any other event, matter, or occurrence of the same class or kind as those set out above; which is not reasonably within the control of the Party affected thereby (the "Relying Party") and which the Relying Party is unable to reasonably prevent, avoid or overcome ( a "Force Majeure Event"). Force Majeure Events shall apply equally to ARI, and to ARI’s supplier(s) of Products.14.2 The Relying Party shall promptly after the Force Majeure Event becomes known to the Relying Party give notice in writing to the other Party of the Force Majeure Event and the effects, or the reasonably anticipated effects, on the Relying Party's ability to perform; including as much detail as available, as well as the relief sought by the Relying Party. Force Majeure Event relief is conditional upon notice and effective from the time of commencement of the Force Majeure Event. During the Force Majeure Event both Parties will jointly use reasonable commercial efforts to mitigate the effects of the Force Majeure Event.14.3 Unless otherwise agreed by the Parties in writing, the appropriate relief for a Force Majeure Event shall be as follows: (i) due to a Force Majeure Event which prevents and renders impossible the Relying Party's Contract performance during the current shipment period either Party may immediately terminate the affected performance obligations under the Contract without Liability. Subsequent performance obligations under the Contract (inclusive of but not limited to future shipment period Delivery obligations) shall survive such termination. If the Force Majeure Eventcontinues unabated into subsequent shipment periods preventing and rendering impossible future performance obligations as they become due, then either Party shall be free, at that time, to terminate those affected performance obligations; (ii) due to a Force Majeure Event which curtails, delays, hinders, interferes with, or reduces the Relying Party's Contract performance for the current shipment period either Party may immediately suspend the affected performance obligations under the Contract without Liability. If the Force Majeure Event continues unabated into the next shipment period either Party may terminate the unperformed obligations from the previous shipment period, and concurrently suspend the performance obligations for the current shipment period.14.4 A Force Majeure Event shall not operate to suspend any payment obligation accrued by a Party prior to the written notice of a Force Majeure Event.14.5 Notwithstanding the foregoing provisions of this clause should a Force Majeure Event continue unabated for six (6) months the other Party, upon notice to the Relying Party, shall be free to terminate the Contract without Liability.14.6 Notwithstanding the foregoing provisions of this clause, (i) the Buyer will be obliged to accept Delivery of and pay for Product which has been booked aboard a vessel prior to Seller being notified by Buyer of a Force Majeure Event; (ii) a Force Majeure Event shall not include any event arising out of the acts of any government or sovereign entity which owns, directly or indirectly, any interest in the Relying Party.15 LIMITATION OF LIABILITY 责任限制15.1 Except as specifically provided in the Contract (including but not limited to any indemnity agreed by the Counterparty), in no event, including the negligent act or omission on its part, shall either Party be liable to the other, whether under Contract, tort, breach of statutory duty or otherwise, in respect of any indirect or consequential losses or expenses including (without limitation) if and to the extent that they might otherwise not constitute indirect or consequential losses or expenses, loss of anticipated profits, plant shut-down or reduced production, loss of power generation, blackouts or electrical shutdown or reduction, goodwill, use, market reputation, third party claims, business receipts or contracts or commercial opportunities, whether or not foreseeable.15.2 All claims arising from or in connection with the Contract shall be limited to an amount not exceeding the agreed price for the Product sold under the Contract.15.3 Notwithstanding the above provision or any other provision to the contrary, ARI shall be entitled to recover any losses suffered in connection with any hedging or derivative instrument which may relate to the Products. Such losses, if suffered by ARI, shall always be deemed to be foreseeable and recoverable.15.4 Without prejudice to any other lesser time limit set out in the Contract or any other provisions requiring compliance within a given period, all of which shall remain in full force and effect, any claim whatsoever between the Parties shall be deemed and treated as waived and absolutely time barred unless such claim has been commenced by the claimant within one (1) year from the date of Delivery, or in the absence of Delivery, from the date (or expiry of the daterange) against which it is claimed the Products were contracted to be Delivered.16 REPRESENTATIONS AND WARRANTIES 陈述与保证16.1 Seller warrants that it has title to the Products sold under the Contract. All other warranties and conditions implied by law, including but not limited to, any warranty of satisfactory quality and/or fitness for any particular purpose are expressly excluded and disclaimed.16.2 Each Party warrants that it has entered into the Contract in a commercial capacity and that with respect to the Contract it is in all respects subject to civil and commercial law in the jurisdictions within which it operates. Each Party hereby consents generally in respect of any legal action, arbitration or other proceedings arising out of or in connection with the Contract to the giving of any relief, or to the issue of any process in connection with such action or proceedings irrespective of the jurisdiction in question. Each Party hereby irrevocably and unconditionally and to the fullest extent permitted by law waives any rights of sovereign immunity which it may have now or which it may subsequently acquire in respect of its position or any property and/or assets (present or subsequently acquired and wherever located) belonging to that Party.16.3 Each Party represents and warrants, at the time this Contract is entered into and at all times while this Contract is in effect, that (i) it is a legal entity duly organised for an unlimited duration and is validly existing under the Regulations of its jurisdiction of incorporation and is in good standing (where such concept applies), with full power and authority to own its assets and to conduct its business as presently being conducted; (ii) it has the corporate power and authority toexecute, deliver and perform its obligations under this Contract and has taken all necessary corporate and legal actions to authorise the execution, delivery and performance of this Contract in accordance with its terms, and has obtained and/or fulfilled all licenses, registrations, or other necessary requirements for or in connection with the execution or delivery and performance of this Contract; (iii) this Contract, and all other agreements and documents to be executed by the relevant Party pursuant to, or in connection with, this Contract constitute legal, valid and binding obligations, enforceable against the relevant Party in accordance with the Contract terms; (iv) the execution and delivery of this Contract and the obligations hereunder do not and will not conflict with the Regulations by which the Party is governed.17 TRADE SANCTIONS 贸易制裁17.1 The Counterparty acknowledges that applicable boycotts, regulations, embargoes, trade tariffs, sanctions, or any prohibitions of the European Union, the United States, and/or the United Nations or any other applicable jurisdictions may prohibit or curtail certain commercial transactions with certain prohibited destinations, persons, entities, or vessels (hereinafter referred to as "Trade Restrictions").17.2 The Counterparty warrants compliance with Trade Restrictions in all respects related directly or indirectly to the performance of the Contract. This warranty refers particularly, but not exclusively, to any vessel employed in association with the Contract (inclusive of whoever may own, control, operate or have chartered such vessel), to Counterparty's documentary instructions, to any intervening banks, and in general to any other person or entity associated with the performance of the Contract.17.3 Prior to, upon, or subsequent to delivery, the Counterparty warrants that any。
GENERALCONDITIONSOFSALE销售条款综述GENERAL综述1
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GENERAL CONDITIONS OF SALE销售条款综述GENERAL综述1.These general conditions shall apply to our quotations and sales agreements. Other conditions will apply if andin so far as both parties have expressly so agreed in writing.销售条款须应用于我方所有的报价单和销售协议。
(除非双方另有书面约定)。
2.The acceptance of our unconditional order of the purchaser by letter, telex, telegram, email, sms or telephoneimplies acceptance of these general conditions.对我公司通过电传、传真、电子邮件、短信或电话等方式下达的订单的接受,即意味着对该销售条款的接受。
QUOTATION报价3.All our quotations are without engagement; prices, conditions delivery dates are for the quantity specified.我方的报价不是最终的报价。
我方的价格、交货日期等均是针对特定数量的产品而言的。
ACCEPTANCE OF ORDERS订单的接受4.All orders require our acceptance in writing. Orders can only be accepted at prices prevailing at the date ofdispatch. Orders having been confirmed by us cannot be countermanded by either party except with the other party.我方所有的订单要求以书面形式表明接受条款。
StandardTermsandConditionsof:标准条款和条件
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Standard Terms and Conditions of SaleThese terms and conditions govern the sale of Products (“Product or Products”) and provisions of services (“Services”) by Component Distributors Inc.(CDI) and its affiliates (“Seller”) as well as by third party vendors and/or service providers of Seller. These terms and conditions (“Agreement”) take precedence over Buyer’s supplemental or conflicting terms and conditions to which notice of objection is hereby given. Neither Seller’s commencement of performance or delivery shall be deemed or construed as acceptance of Buyer’s supplemental or conflicting terms and conditions. CDI’s failure to object to conflicting or additional terms will not change or add to the terms of this agreement. Buyer’s acceptance of the Products and/or Services from Seller shall be deemed to constitute acceptance of the terms and conditions contained herein.1.Orders: All orders placed by Buyer are subject to acceptance by Seller. Orders may not becancelled or rescheduled without Seller’s written consent. All orders must identify the products, unit quantities, part numbers, applicable prices and requested delivery dates of the Products being purchased. Seller may in its sole discretion allocate Product among its Customers. Seller may designate certain Products and Services as non-cancelable, non-returnable (“NCNR”) and the sale of such Products shall be subject to the special terms and conditions contained in Seller’s Customer Acknowledgement or NCNR Product Form, which shall prevail and supersede any inconsistent terms and conditions contained herein or elsewhere.2.Prices: The prices of the Products are those prices specified on the front of the invoice. Pricing forundelivered Products may be increased in the event of an increase in Seller’s cost, change in market conditions or any other causes beyond the Seller’s reasonable control. Price quotations shall automatically expire in thirty (30) days from the date issued, or as otherwise stated in the quotation. 3.Taxes: Unless otherwise agreed to in writing by Seller, all prices quoted are exclusive oftransportation and insurance costs, duties, and all taxes including federal, state and local sales, excise and value added, goods and services taxes, and any other taxes. Buyer agrees to indemnify and hold Seller harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes shall appear as separate items on Seller’s invoice.4.Payment: Payment may be made by check, money order, credit card, or wire transfer (all fees areborne by the Buyer). Where Seller has extended credit to Buyer, terms of payment shall be net thirty(30) days from date of invoice, without offset or deduction. On any past due invoice, Seller mayimpose interest at the rate of one and a half percent [1.5%] per month. If Buyer fails to make each payment when it is due, Seller reserves the right to change or withdraw credit and thereby suspend or cancel performance under any or all purchase orders or agreements in which Seller has extended credit to Buyer. In the event of default by Buyer, Seller shall be entitled to costs, fees, and expenses, including but not limited to recovery of attorney fees, court costs and fees, and collections costs.5.Delivery and Title: All deliveries will be made “EXWORKS” place of shipment. Title and risk ofloss pass to the Buyer upon delivery of the Product to the carrier. Seller’s delivery dates are estimates only and Seller is not liable for delays in delivery or for failure to perform due to causes beyond thereasonable control of the Seller, nor shall the carrier be deemed an agent of the Seller. A delayed delivery of any part of an Order does not entitle Buyer to cancel other deliveries.6.Acceptance / Returns: Shipments will be deemed to have been accepted by Buyer upon delivery ofthe said shipments to Buyer unless rejected upon receipt. Buyer shall perform all inspections and tests Buyer deems necessary as promptly as possible but in no event later than 7 days after delivery of product, at which time Buyer will be deemed to have irrevocably accepted the Products. Any discrepancy in shipment quantity must be reported within 7 days after delivery. Buyer may not return Products without a return material authorization (“RMA”) number. RMA valid for 30day from date issued. Buyer may not return NCNR Products. Any product returned by Buyer due to Buyer’s error may be subject to a restocking charge equivalent to 100% of the value of such Product as specified in Seller’s invoice to Buyer.7.Limited Warranty: Seller will transfer to Buyer any Product warranties and indemnities authorizedby the manufacturer, including any transferable warranties and indemnities for intellectual property infringement. Seller warrants to Buyer that Products purchased hereunder will conform to the applicable manufacturer’s specifications for such products and that any value-added work performed by Seller on such Products will conform to applicable Buyer’s specifications. If Seller breaches this warranty, Buyer’s remedy is limited to (at Seller’s election) (1) refund of Buyer’s purchase price for such Production (without interest), (2) repair of such Products, or (3) replacement of such Products;provided that such Products must be returned to Seller, along with acceptable evidence of purchase, within 20 days from date of delivery, transportation charges prepaid. No warranty will apply if the Product has been subject to misuse, static discharge, neglect, accident or modification, or has been soldered.SAVE AS EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS, ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS (WHETHER STATUTORY OR OTHERWISE) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. IN PARTICULAR, SELLER MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND WARRANTIES AGAINST LATENT DEFECTS.8.Limitation of Liabilities:BUYER SHALL NOT BE ENTITLED TO, AND SELLER SHALL NOTBE LIABLE FOR, LOSS OF PROFITS OR REVENUE, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEADS, BUSINESS INTERRUPTION COST, LOSS OF DATA, REMOVAL OR REINSTALLATION COSTS, INJURY TO REPUTATION OR LOSS OF BUYERS, PUNITIVE DAMAGES, IPR INFRINGEMENT, LOSS OF CONTRACTS OR ORDERS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE. BUYER’S RECOVERY FROM SELLER FOR ANY CLAIM SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE AFFECTED PRODUCTS IRRESPECTIVE OF THE NATURE OF THE CLAIM WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE.BUYER WILL INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM ANY CLAIMS BASED ON (a) SELLER’S COMPLIANCE WITH BUYER’S DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS, (b) MODIFICATION OF ANY PRODUCTS BY ANYONE OTHER THAN SELLER, or (c) USE IN COMBINATION WITH OTHER PRODUCTS. 9.Export Control : Buyer certifies that it will be the recipient of the Products to be delivered bySeller. Buyer acknowledges that the Products are subject to the export/import control laws andregulations of various countries, including the Export Administration Laws of the United States.Products sold by Seller cannot be transferred, sold or re-exported to any part on the Entity List or Restricted Person List of the U. S. Department of Commerce Bureau of Industry and Security, any party designated by the U.S. Treasury Department’s Office of Foreign Assets Control, and any party debarred or sanctioned for proliferation or terrorism reasons by the U.S. State Department.e of Products: Products sold by Seller are not designed, intended or authorized for use in lifesupport, life sustaining, nuclear, or other applications in which the failure of such Products could reasonably be expected to result in personal injury, loss of life or catastrophic property damage. If Buyer uses or sells the Products for use in any such applications: (1) Buyer acknowledges that such use or sale is at Buyer’s sole risk; (2) Buyer agrees that Seller and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use; and (3) Buyer agrees to indemnify, defend and hold Seller and the manufacturer of the Products harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale.11.Force Majeure: Seller is not liable for failure to fulfill its obligations for any accepted Order or fordelays in delivery due to causes beyond Seller’s reasonable control including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of Product, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labor, materials or Products through its regular sources, which shall be considered as an event of force majeure excusing Seller from performance and barring remedies for non-performance. In an event of force majeure condition, the Seller’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Seller to any liability or penalty. Seller may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to the Buyer.12.Technical Assistance or Advice: If technical assistance or advice are offered or given to Buyer,such assistance or advice is given free of charge and only as an accommodation to Buyer. Seller shall not be held liable for the content or Buyer’s use of such technical assistance or advice nor shall any statement made by any of Seller’s representatives in connection with the Products or Services constitute a representation or warranty, express or implied.13.General: (a) The laws of the State of Colorado will exclusively govern any dispute between Sellerand Buyer, (b) Buyer may not assign this Agreement without the prior written consent of Seller.Seller or its affiliates may perform the obligations under this Agreement. This Agreement is binding on successor and assigns, (c) Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses.。
精简范本销售合同(中英对照)
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销售合同(中英对照)销售合同(中英对照)一、合同目的 (Purpose)本销售合同旨在确立卖方与买方之间的购买与销售关系,并明确相关责任和义务。
This sales contract is intended to establish the purchase and sales relationship between the Seller and the Buyer, and to clarify their respective responsibilities and obligations.二、合同条款 (Terms and Conditions)1. 产品描述 (Product Description)卖方将向买方出售以下产品:[产品名称],具体规格和数量详见附件。
买方同意购买,并接受所购买产品的规格和质量。
The Seller agrees to sell the following products to the Buyer: [Product Name], detled specifications and quantities can be found in the appendix. The Buyer agrees to purchase and accept the specifications and quality of the purchased products.2. 价格 (Price)产品的价格为 [价格]。
买方同意按照卖方提供的价格支付产品费用。
买方应在合同签订日起 [付款期限] 内支付全部费用。
The price for the products is [Price]. The Buyer agrees to pay the product cost at the price provided by the Seller. The Buyer shall pay the full amount within [Payment Term] from the date of contract signing.3. 交付日期 (Delivery Date)卖方应在合同签订后 [交付期限] 内将产品交付给买方。
销售合同书条款
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销售合同书条款英文回答:Sales Contract Terms。
A sales contract is a legally binding agreement between a buyer and a seller that outlines the terms and conditions of a sale. Sales contracts are typically used for the sale of goods, but they can also be used for the sale of services.The following are some of the most common terms and conditions that are included in sales contracts:The purchase price: This is the amount of money that the buyer will pay for the goods or services.The payment terms: This section of the contract outlines how and when the buyer will pay for the goods or services.The delivery terms: This section of the contract outlines how and when the goods or services will be delivered to the buyer.The warranty: This section of the contract outlines the seller's obligations to the buyer if the goods or services are defective.The termination clause: This section of the contract outlines the circumstances under which either the buyer or the seller can terminate the contract.In addition to these common terms and conditions, sales contracts can also include a variety of other provisions, such as:A non-compete clause: This clause prohibits the buyer from competing with the seller for a period of time after the sale.A confidentiality clause: This clause prohibits thebuyer from disclosing any confidential information that they learn from the seller.A dispute resolution clause: This clause outlines the process for resolving any disputes that may arise between the buyer and the seller.Sales contracts are important legal documents that should be carefully reviewed by both the buyer and the seller before they are signed. By understanding the terms and conditions of the contract, the buyer and the seller can avoid costly misunderstandings and disputes.中文回答:销售合同条款。
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销售条款和条件1.综述。
以下销售条款和条件(以下简称"T&C”)应为适用于各自采购订单或确认上签署的卖方公司(以下简称“卖方”)与买方之间签订的销售合同的唯一条款。
一旦开始工作或订单已经开始传送,买方其他文件中的任何条款和条件若与该销售条款和条件偏离,或与其不一致或内容有所增加,均不能接受,即便可能确认过,如果没有卖方的明确书面同意,对卖方也不应有约束力。
各自的合同与该销售条款和条件只能通过双方签署的文件以书面形式修改,并且应构成双方之间的全部协议。
所有在各自合同之前或同时产生的提议、谈判、表述、建议、声明或协议都不应纳入或构成各自合同的一部分。
2.承兑和价格。
除非卖方以书面形式延长期限,否则报价有效期为30天。
合同仅在卖方订单信息确认后生效。
价格为工厂交货价(EXW),该术语在国际贸易术语解释通则2010中进行了定义,不包括包装费、营业税、使用费、货物税、增值税、消费税或销售产生的其他费用。
由于电子计算的价格记录可能是有“折扣”或为净额基准,票据上的总体价格可能有稍微不同。
3. 装运与交货。
所有的装运都在卖方的经营场所进行工厂交货(工厂、仓库或其他销售地点),除非另有书面协议。
交货日期是个大概的日期,不能确保,且总是在卖方收到买方验收的回执之前还没有卖掉所提供产品的基础上才会进行报价。
承运人装运之日被视为产品交货日期(以下简称“交货日期”)。
交货后,任何损失或损坏的风险将由买方承担。
任何正常交付周期之外的要求可能要额外收取加急费。
卖方保留进行部分交付的权利,除非合同中有与之相反的客户特TERMS AND CONDITIONS OF SALE1.General. The following terms and conditions of sale ("T&C) shall be the only terms applicable to any contract for sale between the seller entity named on the respective purchase order or acknowledgment ("Seller") and Buyer. Any terms and conditions in any of Buyer’s other documents that vary or are inconsistent with or add to these T&C are not acceptable and shall not be binding upon Seller without Seller’s express written consent even though there may have been acknowledgment, if work has commenced or the items ordered have been shipped. The respective contract and these T&C may only be amended in writing by way of a document signed by both parties and they shall constitute the total agreement between the parties. All proposals, negotiations, representations, recommendations, statements or agreements made or entered into prior to or concurrent to the respective contract shall not be included or constitute part of the respective contract.2.Acceptance and Price. Quotations are valid for thirty (30) days unless extended in writing by Seller. A contract shall only become effective upon Seller’s order confirmation. Prices are Ex Works, as that term is defined in Incoterms 2010 and do not include packaging, sales tax, use, excise, VAT, GST, or other charges attributable to the sale. Total prices on invoices may differ slightly, as price records for electronic calculation may either be on a “list and discount”or on a net basis.3.Shipment and Delivery. All shipments are Ex Works Seller ’s premises (plant, warehouse or other point of sale), unless otherwise agreed to in writing. Delivery dates are approximate, not guaranteed, and are always quoted on the basis that the products offered have not been otherwise sold before the receipt of Buyer’s acceptance by Seller. Products are deemed delivered on the day the shipment is made available to the carrier ("Delivery Date”殊协定。
货物出运后,买方需立即检查货物并且书面通知产品有任何缺陷等问题。
如果在货物出运三天后,没有收到任何产品缺陷通知,视产品无缺陷。
4.不可抗力。
如果卖方遇到人力不可抗拒事件或其他卖方无法控制的情况,包括但不限于政府行为、自然灾害、战争、民事或劳工动乱、火灾、水灾、爆炸、能源短缺、罢工或无法从平时的供应源中获得原料或获得极少原料,卖方的义务应根据该情况的持续时间相应延长。
若遇到该情况使卖方不能在本合同规定的时间内按期履行义务,卖方同意在48小时内通知买方。
然而,如果该情况造成产品超过6个月无法完成,卖方有权终止合同。
5. 取消和修改。
除非另有书面约定,否则买方不能取消、修改或停止卖方已接受的订货。
以下情况除外,根据条款,买方应当赔偿卖方因取消、修改或停止订货造成的所有损失(包括利润损失)、成本(包括所有在取消或修改之前使用的劳动力及材料成本)、损坏、费用与开支。
除了卖方能够证明的损失之外,每取消或停止一单订货,买方应立即支付订货价值2% 的手续费,至少250欧元。
6. 所有权保留。
卖方应当保留对交付产品的所有权,直到收到全部协定金额的有效付款。
合同签署后,买). Any risk of loss or damage passes onto Buyer therefrom. Any order request outside of normal lead times may be subject to expedite fee. Seller reserves the right to make partial deliveries, unless a customer specific agreement to the contrary is fixed in the contract.Upon delivery, Buyer shall immediately inspect products and notify in writing on any detected defects. If no such notification is given within three (3) days after delivery, products are deemed to be delivered without defect.4.Force Majeure.In case of force majeure or other circumstances beyond Seller’s control, including, but not limited to, acts of government, natural disaster, war, civil or labor unrest, fires, floods, explosions, energy shortages, strikes or unavailability or reduced availability of supply at its usual source, Seller’s obligations shall be extended for the duration of such circumstances. Seller agrees to inform Buyer within 48 hours about any such event that delays Seller’s performance under the contract. If completion of the product, however, is prevented by such circumstances for more than six (6) months, Seller shall have the right to terminate the contract.5.Cancellation and Revision. Unless otherwise agreed to in writing, no order which has been accepted by Seller may be cancelled, varied or suspended by Buyer, except on the terms that Buyer shall indemnify Seller in full against all losses (including loss of profit), costs (including the costs of all labor and material used and ordered before cancellation or variation), damages, charges and expenses borne by Seller as a result of the cancellation, variation or suspension. In addition to the losses evidenced by Seller, a handling fee of two per cent (2%) of the order value, at least 250 EUR, shall be immediately due by the Buyer for each cancellation or suspension of an order.6.Retention of Title. Seller shall retain all rights and title to all products delivered until the effective receipt of payment in full of the agreed amount. With the conclusion of the方自动授权卖方根据相关国家法律确定所有权保留,为此通过各自国家主管部门进行公共登记,并办理完所有相关手续。