Part I SPECIFIC CONDITIONS
These Specific Conditions does not prevent the parties from agreeing other terms or further details in box I-16 or in one or more annexes.
SELLER: BUYER:
Address: Address:
Tel: Tel:
Fax: Fax:
E-mail: E-mail:
CONTACT PERSON: CONTACT PERSON:
Address: Address:
Tel: Tel:
Fax: Fax:
E-mail: E-mail:
The present contract of sale will be governed by these Specific Conditions (to the extent that the relevant boxes have been completed) and by the General Conditions of Sale which constitute part II of this document.
I-1 GOODS SOLD
DESCRIPTION OF THE GOODS
an annex may be used If there is insufficient space.
I-2 CONTRACT PRICE (ART.4)
Currency:
amount in numbers: amount in letters:
I-3 DELIVERY TERMS
Recommended terms (according to Incoterms 2000):
EXW Ex Works named place:
FCA Free Carrier named place:
CPT Carriage Paid To named place of destination:__
CIP Carriage and Insurance Paid To named place of destination:
DAF Delivered At Frontier named place:
DDU Delivered Duty Unpaid named place of destination:
DDP Delivered Duty Paid named place of destination:
Other terms (according to Incoterms 2000)
FAS Free Alongside Ship named port of shipment:
FOB Free On Board named port of shipment:
CFR Cost and Freight named port of destination:
CIF Cost Insurance and Freight named port of destination:
DES Delivered Ex Ship named port of destination:
DEQ Delivered Ex Quay named port of destination:
Other delivery terms：
CARRIER (where applicable)
Address: ___________
Tel:
Fax:
E-mail:
CONTACT PERSON:
Address: ___________
Tel:
Fax:
E-mail:
I-4 TIME OF DELIVERY
Indicate here the date or period (e.g. week or month) at which or within which the Seller must perform his delivery obligations according to clause A.4 of the respective Incoterm.
I-5 INSPECTION OF THE GOODS BY BUYER (ART. 3)
Before shipment____date place of inspection: _
Other:
I-6 RETENTION OF TITLE (ART. 7)
YES
NO
I-7 PAYMENT CONDITIONS (ART. 5)
Payment on open account (art. 5.1)
Time for payment (if different from art. 5.1) ：____days from date of invoice. Other: _____
__ Open account backed by demand guarantee or standby letter of credit (art. 5.5)
Payment in advance (art. 5.2)
Date (if different from art. 5.2): ________ ____ Total price __ ____% of the price
Documentary Collection (art. 5.5)
D/P Documents against payment_________
D/A Documents against acceptance_______
Irrevocable documentary credit (art. 5.3)
___Confirmed ___ Unconfirmed
Place of issue (if applicable): _________
Place of confirmation (if applicable): _________
Credit available:
By payment at sight
By deferred payment at: ___ days
__ By acceptance of drafts at: ___ days
__ By negotiation
Partial shipments: __ Allowed __Not allowed
Transhipment: __ Allowed __ Not allowed
Date on which the documentary credit must be notified to seller (if different from art. 5.3)
__ ______ days before date of delivery __
other:
I-8 DOCUMENTS
Indicate here documents to be provided by Seller. Parties are advised to check the Incoterm they have selected under I-3 of these Specific Conditions.
__ Transport documents: indicate type of transport document required _________
__ Commercial Invoice__ Certificate of origin
__ Packing list _Certificate of inspection
__ Insurance document__ Other: ____________
I-9 CANCELLATION DATE
TO BE COMPLETED ONLY IF THE PARTIES WISH TO MODIFY ARTICLE 10.3
If the goods are not delivered for any reason whatsoever (including force majeure) by (date) _______ the Buyer will be entitled to CANCEL THE CONTRACT IMMEDIATELY BY NOTIFICATION TO THE SELLER.
I-10 LIABILITY FOR DELAY (art. 10.1， 10.4 AND 11.3)
TO BE COMPLETED ONLY IF THE PARTIES WISH TO MODIFY ART. 10.1， 10.4 OR 11.3
Liquidated damages for delay in delivery shall be:____ % (of price of delayed goods) per week， with a maximum of ____ % (of price of delayed goods)
or:__ specify amount.
In case of termination for delay， Seller's liability for damages for delay is limited to ____ % of the price of the non-delivered goods.
I-11 LIMITATION OF LIABILITY FOR LACK OF CONFORMITY (ART. 11.5)
TO BE COMPLETED ONLY IF THE PARTIES WISH TO MODIFY ART. 11.5.
Seller's liability for damages arising from lack of conformity of the goods shall be:
___limited to proven loss (including consequential loss， loss of profit， etc.) not exceeding ___ % of the contract price;
or:as follows (specify):
I-12 LIMITATION OF LIABILITY WHERE NON-CONFORMING GOODS ARE RETAINED BY THE BUYER (ART. 11.6)
TO BE COMPLETED ONLY IF THE PARTIES WISH TO MODIFY ART. 11.6
The price abatement for retained non-conforming goods shall not exceed:_____% of the price of such goods。
or: specify amount
I-13 TIME-BAR (Art.11.8)
TO BE COMPLETED ONLY IF THE PARTIES WISH TO MODIFY ART. 11.8.
Any action for non-conformity of the goods (as defined in article 11.8) must be taken by the Buyer not later than from the date of arrival of the goods at destination.
I-14(a)， I-14(b) APPLICABLE LAW (Art.1.2)
TO BE COMPLETED ONLY IF THE PARTIES WISH TO SUBMIT THE SALE CONTRACT TO A NATIONAL LAW INSTEAD OF CISG. The solution hereunder is not recommended ：
(a) This sales contract is governed by the domestic law of (country)
To be completed if the parties wish to choose a law other than that of the seller for questions not covered by CISG
(b) Any questions not covered by CISG will be governed by the law of (country).
I-15 OTHER
PART II GENERAL CONDITIONS
Art.1GENERAL
1．1这些一般条款与第一部分的特别条款一起适用于本国际货物销售合同，但也可以将这些一般条款加入其它任何的销售合同。当第二部分的一般条款独立于第一部分的特别条款使用时，第二部分对第一部分的任何援引应解释为对双方约定的对应的特别条款的援引。当这些一般条款与双方约定的任何特别条款相矛盾时，应以特别条款为准。
1.1 These General Conditions are intended to be applied together with the Specific Conditions (part I) of the International Sale Contract of Manufactured Goods， but they may also be incorporated on their own into any sale contract. Where these General Conditions (Part II) are used independently of the said Specific Conditions (Part I)， any reference in Part II to Part I will be interpreted as a reference to any relevant specific conditions agreed by the parties. In case of contradiction between these General Conditions and any specific conditions agreed upon between the parties， the specific conditions shall prevail.
1.2 Any questions relating to this Contract which are not expressly or implicitly settled by the provisions contained in the Contract itself (i.e. these General Conditions and any specific conditions agreed upon by the parties) shall be governed:
A.by the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980， hereafter referred to as CISG)， and
B.to the extent that such questions are not covered by CISG， by reference to the law of the country where the Seller has his place of business.
1.3 Any reference made to trade terms (such as EXW， FCA， etc.) is deemed to be made to the relevant term of Incoterms published by the International Chamber of Commerce.
1.4 Any reference made to a publication of the International Chamber of Commerce is deemed to be made to the version current at the date of conclusion of the Contract.
1.5 No modification of the Contract is valid unless agreed or evidenced in writing. However， a party may be precluded by his conduct from asserting this provision to the extent that the other party has relied on that conduct.
ART.2 CHARACTERISTICS OF THE GOODS
2.1 It is agreed that any information relating to the goods and their use， such as weights， dimensions， capacities， prices， colours and other data contained in catalogues， prospectuses， circulars， advertisements， illustrations， price-lists of the Seller， shall not take effect as terms of the Contract unless expressly referred to in the Contract.
2.2Unless otherwise agreed， the Buyer does not acquire any property rights in software， drawings， etc. which may have been made available to him. The Seller also remains the exclusive owner of any intellectual or industrial property rights relating to the goods.
ART.3 INSPECTION OF THE GOODS BEFORE SHIPMENT
If the parties have agreed that the Buyer is entitled to inspect the goods before shipment， the Seller must notify the Buyer within a reasonable time before the shipment that the goods are ready for inspection at the agreed place.
ART.4 PRICE
4.1 If no price has been agreed， the Seller's current list price at the time of the conclusion of the Contract shall apply. In the absence of such a current list price， the price generally charged for such goods at the time of the conclusion of the Contract shall apply.
4.2 Unless otherwise agreed in writing， the price does not include VAT， and is not subject to price adjustment.
4．3第I-2款（合同价款）注明的价款包括卖方按照本合同的约定收取的任何费用。但是，如果卖方承担了依照本合同的约定应由买方承担的费用（比如：EXW或FCA术语中的运输费或保险费），那么这些款项不应视为已包含在第I-2款项下注明的价款中，买方应予偿还。
4.3 The price indicated under I-2 (contract price) includes any costs which are at the Seller's charge according to this Contract. However， should the Seller bear any costs which， according to this Contract， are for the Buyer's account (e.g. for transportation or insurance under EXW or FCA)， such sums shall not be considered as having been included in the price under I-2 and shall be reimbursed by the Buyer.
ART.5 PAYMENT CONDITIONS
5．1除非另有书面约定或者双方之间此前交易另有默契，买方应通过往来帐户向卖方支付价款和其它应付的款项，支付时间是开出发票之日起30日。除非另有约定，到期应付的款项应可在结算时远程转帐至卖方在其所在国开立的帐户，当相应的应付款项作为可立即存取的资金为卖方银行收到时，应视为买方履行了其付款义务。
5.1 Unless otherwise agreed in writing， or implied from a prior course of dealing between the parties， payment of the price and of any other sums due by the Buyer to the Seller shall be on open account and time of payment shall be 30 days from the date of invoice. The amounts due shall be transferred， unless otherwise agreed， by teletransmission to the Seller's bank in the Seller's country for the account of the Seller and the Buyer shall be deemed to have performed his payment obligations when the respective sums due have been received by the Seller's bank in immediately available funds.
5．2如双方约定预先付款，则无须作出进一步的表示，支付的预先付款应指全部的价款，除非另有约定。而且预先付款必须作为可立即存取的资金，在约定的交货日期或者约定的交货期限内最早的一天之前至少30日为卖方银行收到。如果双方约定仅预先支付部分合同价款，剩余价款的支付条件将按照本条款中规定的规则确定。
5.2 If the parties have agreed on payment in advance， without further indication， it will be assumed that such advance payment， unless otherwise agreed， refers to the full price， and that the advance payment must be received by the Seller's bank in immediately available funds at least 30 days before the agreed date of delivery or the earliest date within the agreed delivery period. If advance payment has been agreed only for a part of the contract price， the payment conditions of the remaining amount will be determined according to the rules set forth in this article.
5．3如果双方约定通过跟单信用证付款，除非另有约定，买方必须按照国际商会出版的《跟单信用证统一惯例》的规定安排一家著名的银行开出一张以卖方为受益人的跟单信用证，并且在约定交货日之前至少30日或者在约定的交货期限内最早一天前至少30日作出通知。除非另有约定，跟单信用证应为即期、允许部分装运和转运。
5.3 If the parties have agreed on payment by documentary credit， then， unless otherwise agreed， the Buyer must arrange for a documentary credit in favour of the Seller to be issued by a reputable bank， subject to the Uniform Customs and Practice for Documentary Credits published by the International Chamber of Commerce， and to be notified at least 30 days before the agreed date of delivery or at least 30 days before the earliest date within the agreed delivery period. Unless otherwise agreed， the documentary credit shall be payable at sight and allow partial shipments and transhipments.
5.4 If the parties have agreed on payment by documentary collection， then， unless otherwise agreed， documents will be tendered against payment (D/P) and the tender will in any case be subject to the Uniform Rules for Collections published by the International Chamber of Commerce.
5．5在双方约定付款需要银行担保支持的情况下，在约定的交货日之前至少30日或者在约定的交货期限内最早日期之前至少30日，买方应按照国际商会出版的《即期担保统一规则》的规定提供一份即期银行担保，或者按照该规则或国际商会出版的《跟单信用证统一惯例》的规定提供一份备用信用证，在两种情况下，均应由一家著名的银行开出。
5.5 To the extent that the parties have agreed that payment is to be backed by a bank guarantee， the Buyer is to provide， at least 30 days before the agreed date of delivery or at least 30 days before the earliest date within the agreed delivery period， a first demand bank guarantee subject to the Uniform Rules for Demand Guarantees published by the International Chamber of Commerce， or a standby letter of credit subject either to such Rules or to the Uniform Customs and Practice for Documentary Credits published by the International Chamber of Commerce， in either case issued by a reputable bank.
ART.6 INTEREST IN CASE OF DELAYED PAYMENT
6.1 If a party does not pay a sum of money when it falls due the other party is entitled to interest upon that sum from the time when payment is due to the time of payment.
6．2除非另有约定，利率应高于付款货币在付款地适用于一般借款人的平均的银行短期贷款利率的2％，或者若在付款地没有这种利率时，适用付款货币国的相同的利率。如果在这两个地方均不存在该种利率，利率应是依照付款货币国法律确定的适当的利率。
6.2 Unless otherwise agreed， the rate of interest shall be 2% above the average bank short-term lending rate to prime borrowers prevailing for the currency of payment at the place of payment， or where no such rate exists at that place， then the same rate in the State of the currency of payment. In the absence of such a rate at either place the rate of interest shall be the appropriate rate fixed by the law of the State of the currency of payment.
ART.7 RETENTION OF TITLE
If the parties have validly agreed on retention of title， the goods shall remain the property of the Seller until the complete payment of the price， or as otherwise agreed.
ART.8 CONTRACTUAL TERM OF DELIVERY
Unless otherwise agreed， delivery shall be Ex Works (EXW).
ART.9 DOCUMENTS
Unless otherwise agreed， the Seller must provide the documents (if any) indicated in the applicable Incoterm or， if no Incoterm is applicable， according to any previous course of dealing.
ART.10 LATE-DELIVERY， NON-DELIVERY AND REMEDIES THEREFOR
10．1当迟延交付货物时，若买方将延迟的情形通知了卖方，则每延迟一个完整周，买方有权索要迟延交付货物价款0.5%或约定的其它比例的约定的赔偿金。如果买方从约定的交货日起15日内向卖方发出这样的通知，损害赔偿金从约定的交货日起或在约定的交货期限内的最后一日起算。如果买方从约定的交货之日起15日内向卖方发出这样的通知，损害赔偿金从通知之日起算。约定的迟延赔偿金不得超过迟延交付的货物价款的5%或约定的其它补偿金的最高数额。
10.1When there is delay in delivery of any goods， the Buyer is entitled to claim liquidated damages equal to 0.5% or such other percentage as may be agreed of the price of those goods for each complete week of delay， provided the Buyer notifies the Seller of the delay. Where the Buyer so notifies the Seller within 15 days from the agreed date of delivery， damages will run from the agreed date of delivery or from the last day within the agreed period of delivery. Where the Buyer so notifies the Seller after 15 days of the agreed date of delivery， damages will run from the date of the notice. Liquidated damages for delay shall not exceed 5% of the price of the delayed goods or such other maximum amount as may be agreed.
10.2 If the parties have agreed upon a cancellation date in Box I-9， the Buyer may terminate the Contract by notification to the Seller as regards goods which have not been delivered by such cancellation date for any reason whatsoever (including a force majeure event).
10．3当第10.2条不适用，并且卖方在买方依照第10.1条的规定有权获得最高数额的约定赔偿金日为止仍未能交付货物时，如果货物未在卖方收到该通知之日起5日内交付给买方，买方基于这些货物的原因有权书面通知卖方解除合同。
10.3 When article 10.2 does not apply and the Seller has not delivered the goods by the date on which the Buyer has become entitled to the maximum amount of liquidated damages under article 10.1， the Buyer may give notice in writing to terminate the Contract as regards such goods， if they have not been delivered to the Buyer within 5 days of receipt of such notice by the Seller.
10.4 In case of termination of the Contract under article 10.2 or 10.3 then in addition to any amount paid or payable under article 10.1， the Buyer is entitled to claim damages for any additional loss not exceeding 10% of the price of the non-delivered goods.
10.5 The remedies under this article are exclusive of any other remedy for delay in delivery or non-delivery.
ART.11 NON-CONFORMITY OF THE GOODS
11．1买方应在货物到达目的港之后尽快检验货物，并应在买方发现或应该发现货物不符之日起15日内，将货物不符约定的情况书面通知卖方。无论如何买方将无权因货物不符约定要求补偿，如果买方未能在货物到达约定目的港之日起12个月内将货物不符约定的情况书面通知卖方。
11.1 The Buyer shall examine the goods as soon as possible after their arrival at destination and shall notify the Seller in writing of any lack of conformity of the goods within 15 days from the date when the Buyer discovers or ought to have discovered the lack of conformity. In any case the Buyer shall have no remedy for lack of conformity if he fails to notify the Seller thereof within 12 months from the date of arrival of the goods at the agreed destination.
11.2 Goods will be deemed to conform to the Contract despite minor disc, repancies which are usual in the particular trade or through course of dealing between the parties but the Buyer will be entitled to any abatement of the price usual in the trade or through course of dealing for such discrepancies.
11.3 Where goods are non-conforming (and provided the Buyer， having given notice of the lack of conformity in compliance with article 11.1， does not elect in the notice to retain them)， the Seller shall at his option:
（a） replace the goods with conforming goods， without any additional expense to the Buyer， or
（b） repair the goods， without any additional expense to the Buyer， or
（c） reimburse to the Buyer the price paid for the non-conforming goods and thereby terminate the Contract as regards those goods.
在依照第11.1条规定发出货物不符通知和依照上述第11.3(a)的规定提供替代货物或依照第11.3(b)的规定修复货物的日期之间，每过一个完整周，买方有权依照第10.1条的规定获得约定的赔偿金。这些赔偿金应与第10.1条项下应付的赔偿金（如有的话）累计，但无论如何不得超过这些货物价款总额的5％。
The Buyer will be entitled to liquidated damages as quantified under article 10.1 for each complete week of delay between the date of notification of the non-conformity according to article 11.1 and the supply of substitute goods under article 11.3(a） or repair under article 11.3(b） above. Such damages may be accumulated with damages（if any） payable under article 10.1， but can in no case exceed in the aggregate 5% of the price of those goods.
11．4如果卖方在买方依照第11.3条的规定有权获得最高额约定的赔偿金之日为止，未能依照第11.3条的规定履行义务，买方基于货物与合同不符，有权书面通知卖方解除合同，除非卖方在收到该通知之日起5日内提供了替代货物或修复了货物。
11.4 If the Seller has failed to perform his duties under article 11.3 by the date on which the Buyer becomes entitled to the maximum amount of liquidated damages according to that article， the Buyer may give notice in writing to terminate the Contract as regards the non-conforming goods unless the supply of replacement goods or the repair is effected within 5 days of receipt of such notice by the Seller.
11.5 Where the Contract is terminated under article 11.3(c） or article 11.4， then in addition to any amount paid or payable under article 11.3 as reimbursement of the price and damages for any delay， the Buyer is entitled to damages for any additional loss not exceeding 10% of the price of the non-conforming goods.
11.6 Where the Buyer elects to retain non-conforming goods， he shall be entitled to a sum equal to the difference between the value of the goods at the agreed place of destination if they had conformed with the Contract and their value at the same place as delivered， such sum not to exceed 15% of the price of those goods.
11.7 Unless otherwise agreed in writing， the remedies under this article 11 are exclusive of any other remedy for non-conformity.
11．8除非另有书面约定，在货物到达之日起两年之后，买方不得向法院或仲裁机构提出货物不符约定的诉求。双方明确约定，在该两年期限届满之后，卖方以不履行合同为由向买方提出诉求时，买方不得在答辩中主张货物不符约定，或据此提出反请求。
11.8 Unless otherwise agreed in writing， no action for lack of conformity can be taken by the Buyer， whether before judicial or arbitral tribunals， after 2 years from the date of arrival of the goods. It is expressly agreed that after the expiry of such term， the Buyer will not plead non-conformity of the goods， or make a counter-claim thereon， in defence to any action taken by the Seller against the Buyer for non-performance of this Contract.
ART. 12 COOPERATION BETWEEN THE PARTIES
12.1 The Buyer shall promptly inform the Seller of any claim made against the Buyer by his customers or third parties concerning the goods delivered or intellectual property rights related thereto.
12.2 The Seller will promptly inform the Buyer of any claim which may involve the product liability of the Buyer.
ART. 13 FORCE MAJEURE
13.1 A party is not liable for a failure to perform any of his obligations in so far as he proves:
（a）that the failure was due to an impediment beyond his control， and
（b）that he could not reasonably be expected to have taken into account the impediment and its effects upon his ability to perform at the time of the conclusion of the Contract， and
（c）that he could not reasonably have avoided or overcome it or its effects.
13.2 A party seeking relief shall， as soon as practicable after the impediment and its effects upon his ability to perform become known to him， give notice to the other party of such impediment and its effects on his ability to perform. Notice shall also be given when the ground of relief ceases.
Failure to give either notice makes the party thus failing liable in damages for loss which otherwise could have been avoided.
13.3 Without prejudice to article 10.2， a ground of relief under this clause relieves the party failing to perform from liability in damages， from penalties and other contractual sanctions， except from the duty to pay interest on money owing as long as and to the extent that the ground subsists.
13.4 If the grounds of relief subsist for more than six months， either party shall be entitled to terminate the Contract with notice.
ART.14 RESOLUTION OF DISPUTES
14.1 Unless otherwise agreed in writing， all disputes arising in connection with the present Contract shall be submitted to China International Economic and Trade Arbitration Commission， South China Sub-Commission for arbitration， which shall be conducted in accordance with the Commission's arbitration rules in effect at time of applying for arbitration. The arbitral award is final and binding upon both parties.
SELLER signature BUYER signature
place____ place____
date___ date______