IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by their duly authorized representatives in duplicate as of the day and year first above written, each party retaining one original copy.
For and on behalf of
xxxxxx Company
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Name :
Title :
Date :
For and on behalf of
xxxxxxx Company
-----------------------
Name :
Title :
Date
매매계약서 샘플
SALES CONTRACT
THIS CONTRACT (No. xxxxxxx) is made in xxxxxxx this xxxxxxx day of xxxxxxx, by and between
Name of Seller :
Address :
Country of Incorporation :
(hereinafter referred to as "Seller")
and
Name of Buyer :
Address :
Country of Incorporation :
(hereinafter referred to as “Buyer”)
(both parties hereinafter referred to as " the parties”)
WITNESSETH ;
WHEREAS, Seller desires to sell xxxxxxx to Buyer,
WHEREAS, Buyer desires to purchase xxxxxxx from Seller,
NOW THEREFORE, the parties hereto, in consideration of the mutual covenants and promises as set forth herein below and through friendly negotiation, have signed this Contract and agreed to the terms and conditions stipulated below.
Article 1. Scope of Supply
- Name of Commodity :
- Quantity :
- Specifications :
Article 2. Contract Amount
The total contract amount is US $xxxxxxxx.- FOB,CIF or C&F,etc ( Say United States Dollars xxxxxxxxxxx Only)
Article 3. Shipment
- Time of Shipment :
- Port of Shipment :
- Port of unloading :
- Final destination :
- Transshipment :
- Partial shipment :
Article 4. Terms of Payment
4.1 Letter of Credit basis
4.1.1 Sight Payment
The payment shall be made by means of an irrevocable and payable at sight Letter of Credit opened in favor of Seller by Buyer upon Seller’s presentation of required shipping documents.
Buyer shall open an irrevocable payable at sight Letter of Credit to Seller within xxxxxxx days after signing of this Contract in accordance with the terms and conditions as stipulated in this Contract.
4.1.2 Deferred Payment
The payment shall be made by means of an irrevocable and payable xxxxxxx days after shipment Usance Letter of Credit opened in favor of Seller by Buyer upon Seller’s presentation of required shipping documents.
Buyer shall open an irrevocable Usance Letter of Credit payable xxxxxxx days after in favor of Seller within xxxxxxx days after signing of this Contract in accordance with the terms and conditions as stipulated in this Contract.
4.2 Collection basis
4. 2.1 Document Against Payment (D/P)
The payment shall be made by means of Document Against Payment upon Seller’s submission of required documents to Buyer through a bank. After shipment, Seller shall submit a sight bill of exchange drawn on Buyer along with the required documents to Buyer through a bank. Buyer shall make a payment immediately upon the first presentation of the bill of exchange and the required documents.
4.2.2 Document Against Acceptance (D/A)
The payment shall be made by means of Document Against Acceptance upon Seller’s submission of required documents to Buyer through a bank. After shipment, Seller shall submit bill of exchange drawn on Buyer, payable xxxxxxx days after shipment along with the required documents to Buyer through a bank for acceptance. Buyer shall accept the bill of exchange immediately upon the first presentation of the bill of exchange and the required documents and shall effect the payment on the maturity date of the bill of exchange.
4.3 Remittance basis
The payment shall be made by means of T/T (Telegraphic Transfer). Buyer shall make a payment to Seller’s designated bank account by means of T/T (Telegraphic Transfer) within xxxxxxx days after the receipt of bill of lading and required documents.
Article 5. Documents Required
Seller shall submit the following documents to Buyer through a bank for its negotiation ;
5. 1 Bill of exchange in duplicate at sight drawn on the L/C issuing bank for 100% full invoice value.
5. 2 Bill of lading
Full set of signed clean on board ocean bill of lading made out to ⓐorder and blank endorsed or ⓑ order of xxxxxxx, and ⓒ marked freight prepaid or ⓓcollect, and ⓔ notify consignee or ⓕ L/C issuing bank
5.3 Other document(s)
ⓐ Commercial invoice
ⓑ Insurance policy
ⓒ Inspection certificate
ⓓ Certificate of origin
ⓔ Packing list
ⓕ Certificate of shipment , etc.
Article 6. Packing Instructions
6.1 Packing shall be an export standard packing.
6.2 All goods shall be packed to prevent damage from dampness, moisture, erosion and rust.
6.3 The shipping mark which indicates carton number, net weight, gross weight and measurement of each package and any necessary cautions such as "Keep away from moisture", "Handle with care" shall be stenciled on the surface of each package with fadeless pigment.
6.4 Buyer shall be free from any damage of the goods attributable to improper packing by Seller.
Article 7. Terms of Shipment
7.1 CIF or C&F basis
Seller shall inform name, nationality, age and other details of the carrying vessel to Buyer by fax within at least xxxxxx days before the shipment.
7.2 FOB basis
Buyer shall nominate its preferred shipping company and shall book shipping space. Meanwhile, Seller shall inform pre-shipping information to Buyer such as name of the commodity, quantity, total amount, package numbers, total weight, total measurement and the expected cargo ready date at the port of shipment, at least xxxxxxx days before the shipment by fax. Buyer shall notify the name of the vessel in order for Seller to execute shipment, at least xxxxxx days before the date of arrival of the vessel at the port of shipment.
In case that the arrival date of carrying vessel at the port of loading have to be changed, Buyer shall advise this fact to Seller immediately so that Seller can take necessary arrangement.
7.3 After shipment, Seller shall inform Buyer of actual shipping advice by fax, such as name of the commodity, number of bill of lading, total invoice value, port of loading, total weight, measurement and expected arrival date at the destination , at least within xxxxxxx days from the shipment.
7.4 After shipment, Seller shall despatch a full set of non-negotiable shipping documents to Buyer by DHL,UPS or FedEx courier service at least within xxxxxxx days after the shipment.
Article 8. Insurance
8.1 FOB basis
Insurance shall be covered by Buyer.
8.2 CIF basis
Insurance shall be covered by Seller for 110% of the invoice value against all risks.
Article 9. Warranty
Seller shall warrant that all goods delivered to Buyer shall conform to the contract stipulations. The warranty period for the goods shall be xxxxx months from the date of on board or xxxxx months from the date of arrival of the goods at the unloading port.
Normal wear and tear in respect of the goods or parts of the goods is excluded from Seller’s warranty.
Article 10. Inspection
Before shipment, all goods shall be inspected by an authorized inspection institute arranged by Seller with its expenses for the inspection of the quality, specifications, quantity, weight, packing and requirements for safety, and sanitation of the goods.
The inspection certificate issued by the said inspection institute shall be submitted along with the required documents for negotiation.
Article 11. Indemnity for delay
11.1 For delay of timely delivery
In case Seller shall not deliver goods within time agreed upon, Seller shall pay Buyer the following liquidated damages ;
The first two(2) weeks of delay shall be liquidated damage free ( Grace period). After this, xxxxx % for each full week of delay, calculated on the invoice value of late delivery, maximum xxxxx % of the contract value, will be applicable.
11.2 For delay in payment
If Buyer fails to pay any amount when due, Buyer shall be liable to pay to Seller such unpaid amount plus overdue interest. The interest rate shall be calculated as xxxx % per annum from the due to the actual date of payment.
11.3 For failure to timely open the Letter of Credit
If Buyer, with its own responsibility, fails to open the Letter of Credit on time as stipulated in the Contract, Buyer shall pay indemnity to Seller. The indemnity shall be charged at the rate of xxxxxxx % of the amount of the Letter of Credit for every xxxxxxx days of delay in opening the Letter of Credit. However, the indemnity shall not exceed xxxxxxx % of the total value of the Letter of Credit which Buyer should have opened.
Article 12. Claims
Should the quality, specifications, quantity, weight and packing of the goods be found not in conformity with the stipulations of the Contract, Buyer shall give a notice of claims to Seller and shall have the right to lodge claims against Seller within xxxxxxx days from the date of the arrival of the goods at the final destination.
In the event that Buyer does not make such claim within the time-limit set forth in the Contract,Buyer shall forfeit its right to make a claim with respect to the quantity deficiency or the apparent quality defect.
Seller shall reply to Buyer's claim not later than xxxxxxx days after receipt of the claim notice from Buyer.
Article 13. Termination
This Contract may be terminated at the option of Seller, effective upon xxxxxx days prior with written notice of termination given to Buyer, in the event of the happening of the following events ;
(i) Should Buyer become bankrupt or insolvent,
(ii) Should Buyer attempt to assign this Contract or any rights hereunder without Seller’s prior written consent.
(iii) Should Buyer fail to meet its obligations stipulated in this contract.
Article 14. Duration
This Contract shall become effective upon signing and shall continue in full force and effect for a period of xxxxx years from the date hereof, unless earlier terminated pursuant to Article xxxxx, and shall thereafter be automatically extended for successive xxxx years unless, xxxx months prior to the expiration of the term, a notice of intention to finally terminate is given in writing by one party to the other.
Article 15. Force Majeure
Neither party shall be liable to the other party for nonperformance or delay in performance of any of its obligations under the Contract due to war, revolution, riot, strike or other labor dispute, fire, flood, acts of government or any other causes reasonably beyond its control. Upon the occurrence of such a force majeure condition, the affected party shall immediately notify the other party of any further developments. Immediately after such conditions are removed, the affected party shall perform such obligation with all due speed.
Article 16. Governing Law
This Contract shall be interpreted and governed by the laws of xxxxxx.
Article 17. Notices
All communication notices, requests, consents or the like between the parties shall be valid when made by registered airmail, fax or cable confirmed by registered letter and addressed to the following addresses.
i) To Seller
- Address :
- Cable :
- Fax :
ii) To Buyer
- Address :
- Cable :
- Fax
Article 18. Entire Agreement
This Contract constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior communications and agreements with regard to the same.
Article 19. No Assignment
No assignment of this Contract shall be valid without the prior written consent of the other party hereto.
Article 20. Amendment, Change, Modification
This Contract will not be changed, modified or amended by the parties of this Contract unless such change, modification or amendment is in writing and signed by both parties.
Article 21. Waiver
All waivers hereunder must be in writing, and the failure of any party at any time to require the other party’s performance of any obligation under this Contract shall not affect the right subsequently to require performance of the obligation. Any waiver of any breach of any provision of this Contract shall not be considered as a waiver of any continuing or succeeding breach of such provision or a waiver or modification of the provision.
IN WITNESS WHEREOF, in parties hereto have caused this Contract to be executed by their respective duly authorized representative as of the day and year first above written.
For and on behalf of
Seller
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Name :
Title :
Date :
For and on behalf of
Buyer
--------------------
Name :
Title :
Date :
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