中英文合同范本

本协议一式两份，双方各执一份，具有同等法律效力。

This agreement is done in two originals.Party A and Party B each have one.Both have the same force of law.
本合同用中英文两种文字写成，两种文字具有同等效力。

本合同共＿＿份，自双方代表签字（盖章）之日起生效。

This Contract is executed in two counterparts each in Chinese and English,each of which shall deemed equally authentic.This Contract is in______copies,effective since being signed/sealed by both parties.
IN WITNESS WHEREOF,the parties have signed this agreement as of the day and year first above written.
兹证明，本协议由双方在上述订约日期签订。

合同CONTRACT
日期：合同号码：
Date:Contract No.:
买方：(The;Buyers)卖方：(The Sellers)
兹经买卖双方同意按照以下条款由买方购进，卖方售出以下商品：
This contract is made by and between the Buyers and the Sellers;whereby the Buyers agree to buy and the Sellers agree to sell the under-mentioned goods subject to the terms and conditions as stipulated hereinafter:
(1)商品名称:
Name of Commodity：
(2)数量：
Quantity:
(3)单价：
Unit price:
(4)总值：
Total Value:
(5)包装：
Packing:
(6)生产国别：
Country of Origin:
(7)支付条款：
Terms of Payment:
(8)保险：
insurance:
(9)装运期限：
Time of Shipment:
(10)起运港：
Port of Lading:
(11)目的港：
Port of Destination:
(12)索赔：在货到目的口岸45天内如发现货物品质，规格和数量与合同不附，除属保险公司或船方责任外，买方有权凭中国商检出具的检验证书或有关文件向卖方索赔换货或赔款。

Claims:
Within45days after the arrival of the goods at the destination,should the quality,Specifications or quantity be found not in conformity with the stipulations of the contract except those claims for which the insurance company or the owners of the vessel are liable,the Buyers shall,have the right on the strength of the inspection certificate issued by the C.C.I.C and the relative documents to claim for compensation to the Sellers
(13)不可抗力：由于人力不可抗力的原由发生在制造，装载或运输的过程中导致卖方延期交货或不能交货者，卖方可免除责任,在不可抗力发生后，卖方须立即电告买方及在14天内以空邮方式向买方提供事故发生的证明文件，在上述情况下，卖方仍须负责采取措施尽快发货。

Force Majeure:
The sellers shall not be held responsible for the delay in shipment or non-deli-very of the goods due to Force Majeure,which might occur during the process of manufacturing or in the course of loading or transit.The sellers shall advise the Buyers immediately of the occurrence mentioned above the within fourteen days there after.the Sellers shall send by airmail to the Buyers for their acceptancea certificate of the accident.Under such circumstances the Sellers,however,are still under the obligation to take all necessary measures to hasten the deliveryof the goods.
(14）仲裁：凡有关执行合同所发生的一切争议应通过友好协商解决，如协商不能解决，则将分歧提交中国国际贸易促进委员会按有关仲裁程序进行仲裁，仲裁将是终局的，双方均受其约束，仲裁费用由败诉方承担。

Arbitration:
All disputes in connection with the execution of this Contract shall be settled friendly through negotiation.in case no settlement can be reached,the case then may be submitted for arbitration to the Arbitration Commission of the China Council for the Promotion of International Trade in accordance with the Provisional Rules of Procedure promulgated by the said Arbitration Commission.the Arbitration committee shall be final and binding upon both parties.and the Arbitration fee shall be borne by the losing parties.
买方：卖方:
（授权签字）（授权签字）
(Sample Letter of Intent Form)
LETTER OF INTENT FOR POSSIBLE
CONTRACT FOR SALE OF ASSETS
Possible Seller:_____________________________
Possible Buyer:_____________________________
Business:_____________________________
Date:______________,20_____
This is a non-binding letter of intent that contains provisions that are being discussed for a possible sale of the Business named above from the possible Seller named above to the possible Buyer named above. This is not a contract.This is not a legally binding agreement.This is merely an outline of possible contract terms for discussion purposes only.This is being signed in order to enable the Possible Buyer to apply for financing of the purchase price.This letter of intent is confidential and shall not be disclosed to anyone other than the parties and their employees,attorneys and accountants and the possible lenders of the Possible Buyer.The terms of the transaction being discussed are attached hereto,but the terms (and the possible sale itself)are not binding unless and until they are set forth in a written contract signed by Possible Seller and Possible Buyer.The word"shall"is used in the attached terms only as an example of how a contract might read,and it does not mean that the attached terms are or ever will be legally binding.
____________________________________________________
____________________________
Witnesses
____________________________________________________
___________________________
Witnesses
（合同意向书范本）
潜在资产出让合同意向书
潜在卖方：_____________________________
潜在买方：_____________________________
交易事项：_____________________________
日期：______________,20_____
本意向书不具有约束力，所包含之条款有待上述潜在卖方与买方就可能发生之交易（本处应指“资产出让”）进行磋商。

本意向书不应被视为任何合同、或具有法律约束力的协议，而应视作仅为磋商之目的而订立的有关本意向书项下可能达成之合同的条款概述。

签署本意向书之目的是为了能够便于潜在买方就购买价格筹措资金。

双方应对本意向书之内容保密，且除了本意向书项下双方及其雇员、律师、会计师和潜在买方之潜在贷款方之外，不得向任何其他第三方透露。

本次磋商之交易条款随附其后，但是除非且直到潜在的
买卖双方签署书面协议，这些条款（及潜在卖方自身）将不具有约束力。

随附条款中“应该”一词仅为合同阅读之惯例，并不意味随附之条款具有或将要具有法律约束力。

____________________________
签字
____________________________
签字
CONTRACT
AGREEMENT made this_______day of____________,20_____,between
______________________,hereinafter called"_______________",and______________________, hereinafter called"_____________".
WHEREAS,________________;
WHEREAS,________________;and
WHEREAS,________________;
NOW THEREFORE,in consideration of their mutual promises made herein,and for other good and valuable consideration,receipt of which is hereby acknowledged by each party,the parties,intending to be legally bound,hereby agree as follows:
1.Recitals.The parties agree that the foregoing recitals are true and correct and incorporated herein by this reference.
2.__________________.
___.Miscellaneous.Time is of the essence of this agreement.This agreement is made in the State of Florida and shall be governed by Florida law.This is the entire agreement between the parties and may not be modified or amended except by a written document signed by the party against whom enforcement is sought.This agreement may be signed in more than one counterpart,in which case each counterpart shall constitute an original of this agreement.Paragraph headings are for convenience only and are not intended to expand or restrict the scope or substance of the provisions of this agreement. Wherever used herein,the singular shall include the plural,the plural shall include the singular,and pronouns shall be read as masculine,feminine or neuter as the context requires.The prevailing party in any litigation,arbitration or mediation relating to this agreement shall be entitled to recover its reasonable attorneys fees from the other party for all matters,including but not limited to appeals.Pinellas County, Florida,shall be proper venue for any litigation involving this agreement.This agreement may not be assigned or delegated by either party without the prior written consent of the other party.
IN WITNESS WHEREOF,the parties have signed this agreement as of the day and year first above written.
____________________________________________________(Seal)
____________________________
Witnesses
____________________________________________________(Seal)
____________________________
Witnesses
合同
本协议由______________________（以下称“_____________”）与______________________（以下称“_____________”）于20_____年_____月_____日订立。

鉴于________________；
鉴于________________；
且鉴于________________，
因此，考虑到双方的保证，以及为了其他在此承认已收到的有益且有价值的考虑，双方同意如下条款，并受其法律约束：
1．述语：双方承认，以上所做陈述真实准确，构成本协议的组成部分。

2．其他条款
双方认为，时间因素至关重要。

本协议的订立地为美国佛罗里达州，应受佛罗里达州法律的管辖。

本协议作为双方的完整协议，只能由受到强制执行的一方通过书面签署的文件加以变更。

本协议应有两份（或以上）的正本，由协议双方签署。

各段落标题词的使用仅是为了方便，不能扩大或限制本协议条款的范围与实质内容。

本协议中任何一处使用的复数当然包括单数，反之亦然；本协议中任何一处使用的代名词应当根据文本需要确定其性别，即男性、女性或者中性。

在与本协议有关的诉讼、仲裁或者调解中，胜诉的一方有权要求对方为其支付一切相关而合理的律师费用，包括（但不限于）行使请求权的费用。

涉及本协议的一切诉讼应由佛罗里达州派尼拉思郡法院管辖。

经一方书面同意，另一方可将本协议转让或委托给第三方。

兹证明，本协议由双方在上述订约日期签订。

甲方：____________________________________________________（盖章）
甲方见证人：____________________________
乙方：____________________________________________________(盖章)
乙方见证人：____________________________
INVITATION TO TENDER
Whole Doc.
Date:
Tender No.
1.The People''s Republic of China has-applied for a loan and credit from the World Bank towards the cost of____________Project.It is intended that part of the proceeds of this loan and credit will be applied to eligible payment under various contracts for____________,__________,__________.Tendering is open to all tenderers from eligible source countries as defined under the"Guidelines for procurement"of the World Bank.
2.___________Company now invites sealed tenders from pre-qualified tenderers for provision of the necessary labour,materials,equipment and services for the construction and completion of the project.
3.Pre-qualified tenderers may obtain further information from,and inspect the tender documents at the office of:________.
4.A complete set of tender documents may be obtained by any pre-qualified tenderer for the cost of RMB_________or US $___________on the submission of a written application to the above.
5.All tenders must be accompanied by a Tender Security in an acceptable form and must be delivered to________Company at the above-mentioned address(refer to Item3)on or before___________.
6.Tenders will be opened in the presence of those tenderers'' representatives who choose to attend at____________(time).
7.If a prequalified foreign tenderer wishes to form Joint venture with a domestic contractor,such a request will be considered if received within______days before the closing date for submission of tenders.These lected local contractor shall be subject to approval by the Employer.
8.The Pre-Tender Meeting will be held on__________at the following address:_________. Instructions to Tenderers
General1.Description of Works(sketch)
All tenderers shall have equal access for supply of domestic labour and material.
The Contractor shall make his own arrangements for the procurement o local labour,materials,transportation and other services.
The Employer will assist Contractor in locating potential number ofsuppliers for local labour,materials.The Employer will also assist thecontractor in making his own arrangement for supply of fuel andexplosives.2.Source of Funds
2.1The People''s Republic of China has applied for a loan and creditfrom the World Bank(hereinafter referred to as the IFI)towards the costof____________Project,and intends to apply a portion of the proceeds ofthe loan and credit to elig ible payments under the Contract for whichthese documentsare issued.Payment by the IFI will be made only at therequest of the Chinese Government and upon approval by the IFI and will besubject in all respectsto the terms and conditions of the Loan Agreement.No party other than the People''s Republic of China sh all derive any rightsfrom the Loan Agreement or haveany claim to the loan proceeds.
2.2Payment from the proceeds of the World Bank Loan will be limitedto goods produced in,and services supplied from,Switzerland and themember countries of the World Bank which have commercial relations withChina.
2.3All costs not met by the IFI Loan will be paid by the Employerfrom funds allocated by the Government of China.
3.Eligibility and Qualification Requirements
3.1This tender is open to all pre-qualified tenderers from eligiblesource countries as defined under the"Guidelines for Procurement"of theworld Bank.
3.2All goods and services to be supplied under this Contract shallhave their origin in eligible source countries,and all expenditures madeunder the Contract will be limited to such goods and services.
3.3The origin of goods and services is distinct from the nationalityof the tenderer.
3.4To be eligible for award of contract,tenderers shall haveprovided evidence satisfactory to the Employer of their eligibility underclause3.1above,and of their capability and adequacy of resources to effectively carry out the Contract.To this end,the Employer and____________company may,at any time prior to award of contract, requesttenderers to amplifyor update previously submitted prequalification data. All Tenders submitted sha
【正文】include the following information:
(a)copies of original documents defining the constitution or legal status,place of registration and principal place of business of the company,firm or partnership or,if a joint venture,of each party there to constituting the tenderer;
(b)the qualifications and experience of key personnel proposed for administration and execution of the Contract,both on and off site,in the format prescribed in Schedule V;
(c)major items of constructional plant and equipment proposed for usein carrying out the Contrac t in the format prescribed in Schedule IV;
(d)a list of proposed sub-contractors in the format prescribed in Schedule VI;
(e)information regarding any current litigation in which the tenderer is involved;
(f)the details of the construction methods proposed.
3.5For the purposes of sub-clause 3.4,tenderers who have been pre-qualified may update and augment the information supplied with their application for pre-qualification,and,in particular,shall give particulars of work in hand at the date of tendering.
3.6Tenders submitted by a joint venture of two or more firms aspartners shall comply with the following requirements:
(a)the tender,and in case of a successful tender the Form of
Agreement,shall be signed so as to be legally binding on all partners;
(b)one of the Joint Venture members shall be nominated as sponsor;and this authorisation shall be evidenced by submitting a power of attorney signed by legally authorised signatories of all the members of the joint venture;
(c)the joint venture sponsor shall be authorised to incur liabilities and receive instructions for and on behalf of any and all members of the joint venture and the entire execution of the Contract including payment shall be done exclusively with the joint venture sponsor;
(d)all members of the joint venture shall be liable jointly and severally for the execution of the Contract in accordance with the Contract terms,and a relevant statement to this effect shall be included in the authorisation mentioned under(b)above as well as in the Form of Tender and the Form of Agreement(in case of a successful tender);and
(e)a copy of the agreement entered into by the joint venture partners shall be submitted with the tender.
3.7Domestic tenderers or combinations or joint ventures of domestic and foreign tenderers applying for eligibility for the application of a_____%margin of preference in the comparison of their tender with other tenders shall supply all information required to satisfy the criteria foreligibility as described in Clause29of these Instructions.
4.Cost of Tendering
The tenderer shall bear all costs associated with the preparation and submission of his tender and neither the Employer nor his agent___________Company will in any way be responsible or liable for those costs,regardless of the outcome of the tendering process.5.Site Visit
5.1The tenderer is advised to visit and examine the Site of the Works and the surroundings and to obtain for himself on his own responsibility,all information that may be necessary for preparing the tender and entering into a contract.The costs of visiting the site shall be at the tenderer''s own expense.
5.2Arrangements for a visit to site,including transportation andaccommodation.will be made by the Employer or his agent_________Companyand will be advised to tenderers at the pre-tender meeting,details ofwhich are given in Clause16of these Instructions to Tenderers.,
5.3The tenderer and any of his representatives will be grantedpermission by the Employer or his agent___________company to enter uponits premises and lands for the purpose of such inspection by priorarrangement,but only upon the express condition that the tenderer and hisrepresentatives,will rele ase and indemnify the Employer or his agent___________Companyand its personnel from and against all liability inrespect thereof and willbe responsible for personal injury(whether fatalor otherwise),loss of or damag e to property and any other loss,damage,costs and expenses however caused,which,but for the exercise of suchpermission,would not have arisen.
Tender Documents6.Content of Tender Documents
6.1The set of documents issued to pre-qualified tenderers for thepurpose of tendering will cost RMB_______or US$______and will
includethe stated number of copies of the following:Number of copies Description 1Volume1Instructions to Tenderers
Conditions of Contract:
Part I--General
Part II--Conditions of Particular
Application1Volume2Specification
(incl.list of Drawings)3Volume3Form of Tender andAppendix thereto
Form of Tender Security
Bill of Quantities
Schedules of Supplementary Information1Volume4Drawings
6.2Tender documents shall include any addenda issued prior to theclosing date of tenders in accordance with Clause8and any minutes ofpre-tender meetings issued in accordance with Clause16of theseInstructions to Tenderers.
6.3Further copies of the documents may be purchased by pre-qualifiedtenderers for a non-refundable fee as follows:(sketch)
6.4Sub-contractors,manufacturers,suppliers and others who requirecopies of the documents shall not request them directly from_____________but shall obtain the m only from pre-qualified tenderers.
6.5On return of the documents in an undamaged and useable condition,either as part of a tender or otherwise,within the specified time limits,the tenderer''s pre-qualifi cation fee will be refunded,as follows:
(a)Tender submitted:_________________%refund of fee
(b)Tender not submitted but________________%refund of fee
documents returned prior to closing date of tender
6.6The tenderer is expected to examine carefully all instructions,conditions,forms,terms, specifications and drawings in the tenderdocuments.Failure to comply with the requirements of the Instructions toTenderers wi 【正文】be at the tenderer''s own risk.Tenders which are notsubstantially responsive to the requirements of the tender documents maybe rejected.
6.7The four volumes of the tender documents have been collated andbound by mechanical means and tenderers should check to ensure that theycontaina 【正文】pages(which are numbered consecutively)and that allsupplementsreferred to are also included.
7.Clarification of Tender Documents
7.1A Prospective tenderer requiring any clarification of the tenderdocuments may notify___________in writing or by telex at the followingaddress:__________.
The Employer or his agent_____________will respond in writing to anyrequest for clarification
which is received more than_____days prior tothe deadline for submission of tenders.Written copies of the response(including an explanation of the query,but without identifying the sourceof the inquiry)will be sent to all prequalified tenderers who have beenissued with tender documents.8.Amendment of Tender Documents
8.1Prior to the deadline for submission of tenders,the Employer may,forany reason,whether at its own initiative or in response to aclarification requested by a prospective tenderer, modify the tenderdocuments bythe issue of an Addendum.
8.2The Addendum will be sent in writing or by telex or telegram toallpre-qualified tenderers who have picked up the tender documents andwill bebinding upon them.
Prospective tenderers shall promptlyacknowledgereceipt thereof by telex or telegram to_______ _____.
8.3In order to afford prospective tenderers reasonable time in whichto take an Addendum into account in preparing their tenders,the Employeror his agent_________may,at their discretion,extend the deadline forthe submission of tenders in accordance with Clause19hereof.
Preparation of nguage of Tender
9.1The tender and all correspondence relating to the tender exchangedby the tenderer and the Employer or his agent__________shall be inEnglish.Supporting documents and printed literature furnished by thetenderer with the tender may be in another language provided they areaccompanied by an appropriate English translation of pertinent passages.For the purpose of interpretation of the tender,the English version shallprevail.10.Documents Comprising the Tender
10.1The tender to be Prepared by the tenderer shall contain thefollowing:
the Form of Tender and Appendix thereto;
the Tender Security;
the priced Bill of Quantities;
the Schedules of Supplementary Information;
the information on eligibility and qualifications;
alternative offers,if any;and
any other information required to be submitted in accordance withthese Instructions.
The Forms,Bill of Quantities and Schedules provided in Volume3 ofthese documents shall be used without exception(subject to extensions ofthe Schedules in the same format,and to the provisions of Clause 14.2hereof regarding the alternative forms of tender security).
10.2All documents issued for the purpose of tendering as described inClause6.1and addenda i ssued in accordance with Clause8shall be deemedincorporated in the tender.Tender documents not required to be signed andsubmitted in accord ance with Clauses17and18shall be returned to theoffice of issuebefore the expiry of the tender validity period,but mustnot be enclosed withthe Tender.
10.3Tenderers shall submit with their tender a preliminary Programmein the format required by Clause14of the Conditions of Contract.
10.4The successful tenderer will be required to revise or augment hisProgramme as set out in th
e Contract.11.Tender Prices
11.1Unless explicitly stated otherwise in the tender documents, theContract shall be for the whole of the Works______as described in Clause1hereof,based on the sc hedules of unit rates and amounts submitted bythe tenderer.
11.2The tenderer shall fill in rates and amounts for all items ofwork described in the Bill of Quantities,whether quantities are stated ornot.Items against which no rat e or amount is entered by the tenderer willnot be paidfor by the Employer when executed and shall be d eemed coveredby the other rates and amounts entered in the Bill of Quantities.
11.3All duties,taxes and other levies payable by the Contractorunder the Contract,or for any other cause,as at the date________ daysprior to the date for submission of tenders shall be included in the ratesand amountsand total tende r sum submitted by the tenderer,and theevaluation and comparison of tenders by the Employer shall be madeaccordingly.
11.4The rates and amounts entered by the tenderer shall be subject toadjustment during the perf ormance of the Contract in accordance with theprovisions of the Conditions of Contract.The tenderer shall completeSchedule III-Price Adjustment Provisions and shall submit with his tendersuch other supporting information as is required under Clause70of theConditions of Contract.12.Currencies of Tender and Payment
12.1The unit rates and prices shall be quoted by the tender entirelyin RMB.A tenderer expecting to incur expenditures in other currencies forinputs to the Works su pplied from outside China(referred to as "theforeign currency requirements")shall indicate in Schedule I of "ForeignCurrency Requirements"the percentage of the Tender Price (excludingProvisional Sums)needed by him for the payment of such foreign currencyrequirements either(i)entirely in the currency of the tenderer''s homecountry or,at the tenderer''s option,(ii)entirely in US dollars, alwaysprovided that a tenderer expecting to incur expenditures in a currency orcurrencies other than those stated in(i)and(ii)above for a portion ofthe foreign currency requirements,and wishing to be paid accordingly,shall so indicate the percentage portion in his tender.The percentageportion indicated shall remain fixed for the duration of the Contract.Theamounts in various c urrencies calculated on the basisof the percentagesindicated in the Tender and by use of the exchange rates indicated insubclause12.2hereinafter,shall be used for the purposeofconversionand comparison of tenders pursuant to Clause70.
12.2The rates of exchange to be used by the tenderer for currencyconversion shall be the governing selling rates published by the Bank ofChina on the date______day prior to the latest date for the submissionof tenders.If exchange rages are not so published for certain currencies,the tenderer sha
【正文】state the rates used and the source.For the purpose ofpayments,the exchange rates used in tender pre paration shall apply forthe duration of the Contract.
12.3The total amount of foreign and local currencies expected to berequired by tenderers shall be substantiated in Schedules I and I(A)-Foreign Currency and Local Currency Requirements,and the annexthereto,Tenderers shall describe the manner in which such foreign andlocal currencies are expected to be used,relating specifically,but notlimited to:
Foreign Currency
(a)Expatriate staff directly employed on the Works:
(b)social charges,insurance premiums and medical care related tosuch staff,and travel expenses between China and the country of origin;
(c)a list of the imported materials,both temporary and permanent,required for the Works;
(d)depreciation and usage of plant and equipment,including spareparts,required for the Works;
(e)insurance and freight charges for imported materials,plant andequipment,including spare parts;and
(f)overhead expenses,fees and financial charges incurred outsideChina.
Local Currency
(g)local labour;
(h)local materials;
(i)other services,and;
(j)overhead expenses,fees and financial charges within China.
12.4Tenderers may be required by the Employer to clarify theirforeign currency requirements,and to provide satisfactory proof that theamountsincluded in the unit rates and in Schedule I are reasonable andresponsive to sub-clause12.1hereof.
12.5The tender shall complete Schedule II-Estimated ContractPayments and shall substantiate the tabulation of this Schedule byattaching a table indicating anticipated major quantities of workperformed over the duration of the Works.13.Tender Validity
13.1The tender shall remain valid and open for acceptance for aperiod of six calendar months from the specified date of tender closing.
13.2In exceptional circumstances,prior to expiry of the originaltender validity period,the Employer or his agent____________may requestthe tenderers for a s pecified extension to the period of validity. Therequest andthe responses thereto shall be made in writing or by telex ortelegram.A tenderer may refuse the request without forfeiting his tendersecurity.A tendereragreeing to the extension will not be required norpermitted to alter his tender,but will be required to extend the validityof his tender security correspon dingly.The provisions of Clause14hereofregarding discharge and forfeiture of tender security shall continue toapply during the extended period.14.Tender Security
14.1The tenderer shall furnish,as part of his tender,a tendersecurity in RMB Yuan in an amount of not less than_____%of the TenderSum.
14.2The tender security shall,at the tenderer''s option,be in theform of a certified cheque,a bank draft,an irrevocable letter of creditor a guarantee from either:
(a)Bank of China;
(b)any of its correspondent bank abroad through Bank of China;
(c)any other Chinese or foreign bank operating in China;
(d)any other foreign bank determined by the Tenderer in advance ofsubmission of bids to be acceptable to___________.
or a bond issued by an insurance company or bonding company likewiselocated.The format of the bank guarantee or bond shall be in accordancewith one of the sample forms included in these documents;other。