英文契約模板集錦 篇1
Contract No. 契約號: ___
THIS SERVICE CONTRACT (“Contract”) is made on the __th day of ____.
本服務契約(以下簡稱“契約”)由下述雙方____年___月___日簽署:
BETWEEN
Party A (Client) 甲方 (客戶)
And
Party B ( Supplier of Service) 乙方 (服務方)
WHEREAS, Party A may from time to time demand business service from Party B in Hong Kong
and Mainland China; and Party B has the resources and capability to provide such services;
鑒於甲方根據自己的需要,委託乙方在中國香港和中國大陸區域提供商務服務且乙方具備提供相關服務的能力與資源;
NOW THEREFORE, in consideration of the foregoing of mutual covenants and conditions herein
contained, the parties hereto agree as follows.
因此,雙方茲以上述契約與條件為約因,約定如下:
Article 1: Services第一條:服務內容
1. Administration Support - hotel reservation, transportation arrangement, air ticket booking,
schedule arrangement, counsel etc.
行政支持:酒店預訂、車輛安排、機票預訂、行程安排、諮詢服務等
2. Verbal translation service during business trip in Hong Kong or Mainland China (Chinese -
English, Chinese – Hungarian).
口譯:根據需要在商務考察(中國香港或大陸地區)行程中提供中英、中匈翻譯。
3. Written translation service, incl. commercial documents and related product information
(Chinese – English, English - Chinese)
筆譯:商務信函、檔案及產品相關信息的中英、英中翻譯
4. Local market research and report市場調查與報告
5. Sourcing support, incl. sample collection and delivery
尋找供貨商/貨源並按照甲方要求收集、交付樣品
6. Purchasing Support (if Party B receives the formal order from Party A) - production status track & update, quality inspection & acceptance, storage and shipping arrangement (incl. document preparation, custom clearance and other necessary support for both sea and air shipment.) A sales contract shall be entered between the Parties for such purchasing support and the sales contract shall prevail in case of any discrepancy.
採購支持(如乙方收到甲方的正式訂單)跟蹤並更新生產狀況、驗貨、倉儲以及發貨安排
(包括海運或空運的相關檔準備、清關服務及其它支持)。針對採購支持服務,雙方需另行
簽訂銷售契約,且如有差異,以銷售契約為準。
Article 2: Service Rates & Adjustment 第二條:費率及調整
Party B shall charge for its services stipulated as above and the rates listed in Party B’s formal
quotation shall apply.
乙方將按照其單獨報價單中的費率標準向甲方收取上述相關服務的費用。
Party B shall issue invoice to Party A according to the quotation confirmed by Party A. Party A
shall pay the amount indicated in the invoice before receiving service from Party B.
乙方應按照甲方確認的報價金額向甲方開具發票,甲方應在乙方執行服務前依照發票金額全額支付服務費。
Article 3: Confidentiality 第三條:保密
In performance of the services under this contract, Party B may receive proprietary and confidential information from Party A. All such information shall be safeguarded and not be disclosed to third parties without approval by Party A.
本協定有效期內,甲方可能向乙方披露具有產權的、保密性的信息。所有這些信息將會被保護,乙方在未獲得甲方準許的情況下不得向任何第三方透露。
Article 4 Entire Agreement & Amendment 第四條:完整性與修改
This Contract and its Appendices (including but not limited to quotation) constitute the final, complete and exclusive statement of the contract of the parties with respect to the subject matter thereof. It supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written. No modification or claimed waiver of any provision
of this Contract shall be valid except by written amendment signed by authorized representatives of the parties through negotiation.
本契約及契約附屬檔案(包括但不限於報價單)共同構成契約雙方基於本契約所涉技術服務的最終、完整且排他性的協定,並取代此前雙方達成的所有口頭或書面溝通、理解與協定。對本契約的任何修改需經雙方協商一致並書面簽署。
Article 5 Dispute Resolution 第五條:爭議解決
If any dispute or difference of whatsoever kind shall arise in connection with or arising out of this
Contract, the Parties shall solve attempt to resolve such dispute through friendly consultations. If
such attempt fails, either party shall be entitled to submit the dispute to China International Economic and Trade Arbitration Commission.
任何與本契約相關或起於本契約的`爭議或異議,雙方應嘗試以友好協商方式解決。如上述方式無效,任一方均可向中國經濟貿易仲裁委員會提請仲裁解決。
Article 6: Language 第六條:語言
This contract shall be written in both Chinese and English. Both language versions are equally authentic. In the event of any discrepancy between the two aforementioned versions, the English version shall prevail.
本契約中、中英兩種文字具有同等法律效力,在文字解釋上,若有異議,以英文解釋為準。
IN WITNESS WHEREOF, each of the Parties hereto has caused this Contract to be signed by their authorized representatives. It shall valid for __ months from the execution date of this contract.
有鑒於此,雙方在此責成各自授權代表簽署本契約,且本契約自首頁簽署日起生效,有效
期 個月。
Party A’s Representative: 甲方代表
Name and Title (Print): ______ 代表姓名/職位(列印或正楷書寫):______
Signature: 簽名:
Party B’s Representative:乙方代表
Name and Title (Print): 代表姓名/職位(列印或正楷書寫):
Signature: 簽名:
英文契約模板集錦 篇2
買方 The Buyer:
地址 Address
Tel: Fax:
賣方 The Seller:
地址: Address
Tel: Fax:
本契約由買賣雙方訂立,根據本契約規定的條款,買方同意購買,賣方同意出售下述商品:
This Contract is made by and between the Buyers and Sellers, whereby the Buyers agree to buy and the Sellers agree to sell the under-mentioned commodity according to the terms and conditions stipulated below:
(1) 貨名及規格 Commodity & Specification
(2) 數量 Qty.
(3) 單價 Unit Price
(4) 總價Total Amount
(5) 原產公司:COUNTRY OF ORIGIN :
(6) 裝運期限:TIME OF SHIPMENT:
(7) 裝運口岸:PORT OF SHIPMENT:
(8) 到貨目的地:DESTINATION:
(9) 保險: INSURANCE:
由賣方按契約金額11%投保一切險和戰爭險
All Risks and War Risk for 11% contract value to be covered by the Seller.
(1) 運輸方式:TERM OF SHIPMENT: 空運 By air
(11) 包裝:PACKING:
須用堅固的新木箱包裝,適合長途空運/陸運,防濕、防潮、防震、防鏽、耐粗暴搬運。由於包裝不良所發生的損失,由於採用不充分或不妥善的防護措施而造成的任何銹損、破損,賣方應負擔由此而產生的一切費用和損失。包裝箱內應包含一整套服務操作手冊。賣方使用的木質包裝應經薰蒸處理,並在木質包裝表面標上清晰的IPPC標識。
To be packed in new strong wooden case(s) suitable for long distance air/land transportation and well protected from dampness, moisture, shock, rust and rough handling. The Sellers shall be liable for any damage to the goods on account of improper packing and for any rust damage and break damage attributable to inadequate or improper protective measures taken by the Sellers, and in such case or cases any and all losses and / or expenses incurred in consequence thereof shall be borne by the Sellers. One full set of service and operation manuals concerned shall be enclosed in the case(s). The wood packaging the Seller used shall be fumigated and marked with “IPPC” on the surface of wood packaging.
(12) 嘜頭:SHIPPING MARK:
賣方應在每件包裝上,用不褪色油墨清楚地標刷件號、尺碼、毛重、淨重、“此端向上”、“小心輕放”、“切勿受潮”等字樣,並刷有下列嘜頭:
On the surface of each package, the package number, measurements, gross weight, net weight, the lifting positions, such cautions as “THIS SIDE UP”, “HANDLE WITH CARE”,“KEEP AWAY FROM MOISTURE” and the following shipping mark:
(13) 付款條件:TERMS OF PAYMENT:
1%的契約金額通過電匯支付。1% contract value by T/T.
買方在契約生效後兩周內支付契約金額的1%貨款
The Buyer shall pay 1% advance payment to the Seller within two week after contract effected.
(14) 單據:Documents,
1. 正本空運單(收貨人聯),標明“運費已付”及嘜頭,買方為收貨人及通知方。
Original Airway Bill (copy for Consignee) marked “freight prepaid” and shipping mark, consign to and notify the Buyer.
2. 涵蓋1%契約金額的商業發票三正三副,註明契約號、嘜頭。
Commercial invoice covering 1% of contract amount in 3 originals and 3 copies, indicating contract number, shipping mark.
3. 裝箱單三正三副,註明毛、淨重、尺碼和所裝貨物的包裝形式及數量。
Detailed Packing List in 3 originals and 3 copies indicating both gross and net weights, measurements and packing condition and quantity of each item packed.
4. 賣方出具的質量及數量證書正本三份。
Certificate of quality and quantity issued by seller in 3 originals.
5. 賣方出具的原產地證書一正一副。
Certificate of origin in 1 original and 1 copy issued by Seller.
6. 貨物裝運後24小時內賣方發給買方裝運通知傳真複印件一份。
Copy of fax from seller to the buyer advising the particulars of shipment within 24 hours after shipment is made.
7. 保險單或保險證明一正一副,按照契約金額11%投保一切險及戰爭險。
Insurance Policy or Certificate for 11% contract value, covering All Risks and War Risk in 1 original and 1 copy.
8. 賣方聲明外包裝表面標有IPPC標識證書正本一份, 或賣方出具的非木質包裝證明正本
Seller’s Certificate in 1 original certifying IPPC has been marked on surface of the wooden cases / seller’s Certificate certifying no wood package is used in the shipment.
(15) 裝運通知:SHIPPING ADVICE:
The Sellers shall fax to the Buyer the Readiness Notification one week before the goods to be shipped.
賣方在發貨前一周物向買方傳真貨物備妥通知。
The Sellers shall, immediately upon the completion of the loading of the goods in 24 hours, send the Buyers Air Waybill, Invoice and Packing list by fax.
裝運通知:賣方應在貨物裝運完畢後24小時內用傳真將空運單、發票和裝箱單發給買方。
英文契約模板集錦 篇3
Technical Consultancy Service Contract
Contract No.:________________________.
Date of Signature:____________________.
Place of Signature:____________________.
This Contract is made and entered into through friendly negotiation by and between China____________________ (hereinafter referred to as “Client”), as one party, and____________________ (hereinafter referred to as“Consultant”),as the other party, concerning the technical consultancy service of__________, under the following terms and conditions:
Article 1 Contents of Technical Consultancy Service
1.1 Whereas Client desires to obtain the technical consultancy service of from Consultant and Consultant has agreed to perform such services.
1.2 The Scope of Technical Services is defined in Appendix 1.
1.3 The Time Schedule for the Services is shown in Appendix 2.
1.4 The Manning Schedule is described in Appendix 3.
1.5 Consultant shall complete the Services within__________months from the Effective Date of this Contract and furnish the final technical service report, including drawings, designing documents, all kinds of standards and photos, within____months. Consultant shall keep aware, free of charge, Client of the latest development of similar projects and any progress made in order to improve the designing of the project.
Article 2 Both Parties' Responsibility and Liability
2.1 Client shall furnish to Consultant the pertinent data, technical service reports, maps and information available to him and shall give to Consultant the reasonable assistance necessary for carrying out of his duties. Particularly Client shall nominate a general representative who shall be available at reasonable time.
2.2 Client shall assist Consultant with the responsible authorities for obtaining visas, work permits and other documents required by Consultant to enter the country and to have access to the Site of the Project. The above expenses shall be borne by Consultant.
2.3 Consultant shall furnish a sufficient number of competent personnel to perform its obligation hereunder, in addition to those personnel specifically listed in Appendix 3. All personnel employed by Consultant in carrying out the work shall be exclusively Consultant's responsibility, and Consultant shall hold Client harmless from any claims of any kind by Consultant's personnel arising out of any acts by Consultant or its personnel in connection with the work performed hereunder.
2.4 Consultant shall provide Client all the technical technical service reports and relevant documentation within the Scope of Technical Services and within the Time Schedule of the Time Schedule for the Services.
2.5 Consultant shall assist Client'S personnel in his country in obtaining visas and in arranging lodgings. Hotel and boarding expenses shall be borne by Client. Consultant shall supply to Client'S personnel office space and necessary facilities as well as transportation.
2.6 Consultant shall be responsible for and shall indemnify Client and his employee in respect of injury to person or damage to property occurring in connection with the services, to the extent that such damage or injury directly results from negligence of Consultant's personnel while engaged in activities under this Contract.Consultant shall be liable only to the work under this Contract.
2.7 Any and all liability of Consultant with respect to this Contract shall be limited to the Total Contract Price received by Consultant for his profession services and shall terminate upon expiration of the warranty period set forth in Article 7.3.
Article 3 Price and Payment
3.1 The total contract price is__________(say __________________only) in________(currency). The breakdown prices o the above mentioned total contract price are as follows:
Contract Price for Item 1: ______(say ____________only) in________ (currency); Contract Price for Item 2: ______(say ____________only) in________ (currency); Contract Price for Item 3: ______(say ____________only) in________ (currency); Contract Price for Item 4: ______(say ____________only) in________ (currency).
3.2 The total contract price will include all the service and technology provided by Consultant. The total contract price shall be firm and fixed and shall not fluctuate with any inflation. The total contract price shall include all charges and expenses incurred by Consultant in performing his obligations both in his own country and in the People's Republic of China and includes the expenses incurred in sending the Technical Documentation to Client's office by all kinds of forms.
In the event of Force Majeure as defined in the Contract, the total contract price shall be readjusted through friendly negotiations between the parties. If Client requires services not contemplated in the Scope of Services the parties shall friendly discuss an amendment to the
total contract price. Any such amendment shall be in writing countersigned by both parties. This document shall then form integral part of the Contract.
3.3 All payments to be made by Client to Consultant under the present Contract shall be made by telegraphic transfer. In case of any payment by Client, the payment shall be effected through__________in China to _________ for the account of Consultant.
In consideration for the services provided by Consultant hereunder, Client shall effect the payment to Consultant in accordance with the following manner and percentage:
3.3.1 _______ percent (________ %) of the total contract price, i.e._____________ (Say: ________ only), shall be paid by Client to Consultant within ________ (____) days after the client has received the following documents provided by Consultant and found them in order.
A. One (1) original and two (2) duplicate copies of Consultant's government approval, or a written statement of the competent authorities or relevant agency of Consultant's country certifying that such document is not required;
B. One (1) original and one (1) duplicate copy of Irrevocable Letter of Guarantee for advance payment issued by Consultant's Bank in favor of Client covering_______(Say:________ only), specimen of which is as per Appendix 4;
C. Five (5) copies of profoma invoice covering the total contract price;
D. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
E. Two (2) copies of sight draft.
The said shall be delivered by Consultant not later than ____days after the effective date of the ________present Contract.
3.3.2 ________percent (____%) of the Contract price for Item 1, i.e._________ (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Consultant has received the following documents provided by Consultant and found them in order.
A. Ten (10) copies of technical service report on Item 1;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
3.3.3 ________ percent (____%) of the Contract price for Item 2, i.e. ___________ (Say: ____________ only) shall be paid by Client to Consultant within ________ (___) days after Licensee has received the following documents provided by Consultant and found themin order.
A. Ten (10) copies of technical service report on Item 1;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
3.3.4 ________percent (____%) of the Contract price for Item 3, i.e._________ (Say: __________ only) shall be paid by Client to Consultant
英文契約模板集錦 篇4
簽契約的英文:
contract
n. 契約;契約;婚約
v. 感染;(使)縮小,縮短,收縮;訂契約
The contract was negotiated.契約已談妥。
confidentiality of contracts契約的保密性
Renewal of contract契約的續訂
crimp contraction皺縮率
a contracted brow皺縮的眉頭
參考例句:
Shall we sign the contract?我們簽契約好嗎?
The interval between contract signing and shipment is too long, I'm afraid.恐怕簽契約與交貨時間相隔太長了。
英文契約模板集錦 篇5
Contract No.: ________________________.
Date of Signature: ____________________.
Place of Signature: ____________________.
This Contract is made and entered into through friendly negotiation by and between China ____________________ (hereinafter referred to as “Client”), as one party, and____________________ (hereinafter referred to as “Consultant”), as the other party, concerning the technical consultancy service of__________, under the following terms and conditions:
Article 1 Contents of Technical Consultancy Service
1.1 Whereas Client desires to obtain the technical consultancy service from Consultant and Consultant has agreed to perform such services.
1.2 The Scope of Technical Services is defined in Appendix 1.
1.3 The Time Schedule for the Services is shown in Appendix 2.
1.4 The Manning Schedule is described in Appendix 3.
1.5 Consultant shall complete the Services within __________months from the Effective Date of this Contract and furnish the final technical service report, including drawings, designing documents, all kinds of standards and photos, within ____ months. Consultant shall keep aware, free of charge, Client of the latest development of similar projects and any progress made in order to improve the designing of the project.
Article 2 Both Parties' Responsibility and Liability
2.1 Client shall furnish to Consultant the pertinent data, technical service reports, maps and information available to him and shall give Consultant the reasonable assistance necessary for carrying out of his duties. Particularly Client shall nominate a general representative who shall be available at reasonable time.
2.2 Client shall assist Consultant with the responsible authorities for obtaining visas, work permits, and other documents required by Consultant to enter the country and to have access to the Site of the Project. The above expenses shall be borne by Consultant.
2.3 Consultant shall furnish a sufficient number of competent personnel to perform its obligation hereunder, in addition to those personnel specifically listed in Appendix 3. All personnel employed by Consultant in carrying out the work shall be exclusively Consultant's responsibility, and Consultant shall hold Client harmless from any claims of any kind by Consultant's personnel arising out of any acts by Consultant or its personnel in connection with the work performed hereunder.
2.4 Consultant shall provide Client with all the technical service reports and relevant documentation within the Scope of Technical Services and within the Time Schedule for the Services.
2.5 Consultant shall assist Client‘s personnel in his country in obtaining visas and in arranging lodgings. Hotel and boarding expenses shall be borne by Client. Consultant shall supply Client’s personnel with office space and necessary facilities as well as transportation.
2.6 Consultant shall be responsible for and shall indemnify Client and his employee in respect of injury to person or damage to property occurring in connection with the services, to the extent that such damage or injury directly results from negligence of Consultant's personnel while engaged in activities under this Contract. Consultant shall be liable only to the work under this Contract.
2.7 Any and all liability of Consultant with respect to this Contract shall be limited to the Total Contract Price received by Consultant for his profession services and shall terminate upon expiration of the warranty period set forth in Article 7.3.
Article 3 Price and Payment
3.1 The total contract price is__________(say __________________only) in ________(currency). The breakdown prices of the above mentioned total contract price are as follows:
Contract Price for Item 1: ______(say ____________only) in________ (currency);
Contract Price for Item 2: ______(say ____________only) in________ (currency);
Contract Price for Item 3: ______(say ____________only) in________ (currency);
Contract Price for Item 4: ______(say ____________only) in________ (currency).
3.2 The total contract price shall include all the service and technology provided by Consultant. The total contract price shall be firm and fixed and shall not fluctuate with any inflation. The total contract price shall include all charges and expenses incurred by Consultant in performing his obligations both in his own country and in the People's Republic of China and includes the expenses incurred in sending the Technical Documentation to Client's office by all kinds of forms.
In the event of Force Majeure as defined in the Contract, the total contract price shall be readjusted through friendly negotiations between the parties. If Client requires services not contemplated in the Scope of Services, the parties shall friendly discuss an amendment to the total contract price. Any such amendment shall be in writing countersigned by both parties. This document shall then form integral part of the Contract.
3.3 All payments to be made by Client to Consultant under the present Contract shall be made by telegraphic transfer. In case of any payment by Client, the payment shall be effected through __________ in China to _________ for the account of Consultant.
In consideration for the services provided by Consultant hereunder, Client shall effect the payment to Consultant in accordance with the following manner and percentage:
3.3.1 _______ percent (________ %) of the total contract price, i.e._____________ (Say: ________ only), shall be paid by Client to Consultant within ________ (____) days after the client has received the following documents provided by Consultant and found them in order.
A. One (1) original and two (2) duplicate copies of Consultant's government approval, or a written statement of the competent authorities or relevant agency of Consultant's country certifying that such document is not required;
B. One (1) original and one (1) duplicate copy of Irrevocable Letter of Guarantee for advance payment issued by Consultant's Bank in favor of Client covering_______(Say:________ only), specimen of which is as per Appendix 4;
C. Five (5) copies of profoma invoice covering the total contract price;
D. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
E. Two (2) copies of sight draft.
The said shall be delivered by Consultant not later than ____days after the effective date of the ________present Contract.
3.3.2 ________percent (____%) of the Contract price for Item 1, i.e._________ (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Client has received the following documents provided by Consultant and found them in order.
A. Ten (10) copies of technical service report on Item 1;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
3.3.3 ________ percent (____%) of the Contract price for Item 2, i.e. ___________ (Say: ____________ only) shall be paid by Client to Consultant within ________ (___) days after Client has received the following documents provided by Consultant and found them in order.
A. Ten (10) copies of technical service report on Item 2;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
3.3.4 ________percent (____%) of the Contract price for Item 3, i.e._________ (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Client has received the following documents provided by Consultant and found them in order.
A. Ten (10) copies of technical service report on Item 3;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
3.3.5 ________percent (____%) of the Contract price for Item 4, i.e._________ (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Client has received the following documents provided by Consultant and found them in order.
A. Ten (10) copies of technical service report on Item 4;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
3.3.6 ________percent (____%) of the Total Contract price, i.e._________ (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Client has received the following documents provided by Consultant and found them in order.
A. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
B. Two (2) copies of sight draft.
3.4 In case Consultant is liable for paying to Client the penalty under the Contract, Client shall have the right to deduct it from any said payment.
3.5 The banking charges of both parties incurred in China for the execution of the Contract shall be borne by Client and those incurred outside China shall be borne by Consultant.
Article 4 Delivery Schedule
4.1 The deadline for the arrival of the Technical service reports CIF _____ is:
A. Technical service report on Item 1: _________months after effectiveness of the Contract;
B. Technical service report on Item 2: _________months after effectiveness of the Contract;
C. Technical service report on Item 3: _________months after effectiveness of the Contract; and
D. Technical service report on Item 4: ________months after effectiveness of the Contract.
4.2 Consultant shall inform Client by fax when the Technical service reports are airmailed to Client indicating the date and number of airway bill. Client shall inform Consultant when the Technical service reports have been received.
4.3 Should any document be missing or damaged during the transport, Consultant shall be notified accordingly and within two (2) weeks the missing or damaged document shall be replaced by Consultant free of charge.
Article 5 Confidentiality
5.1 All data assembled, developed, compiled, reproduced, studied, and prepared in connection with the work done hereunder and furnished to Consultant by Client shall be considered confidential and shall not be divulged to any person, firm or corporation other than Client or its designated representatives. This Clause shall remain binding on Consultant notwithstanding the termination of the Contract for any reason.
5.2 Within the validity period of Contract, both parties shall take proper measures to keep the materials or information strictly confidential. The other party shall not disclose or divulge to any third party without prior written consent of one party.
5.3 Either party shall be obliged to keep confidential any secret information of the other party, which either party and its personnel may obtain or be accessible to in the course of the performance of Contract. Either party shall not make use of or disclose such secret information obtained from the other party without prior written permission issued by the other party.
Article 6 Taxes and Duties
6.1 All taxes and duties in connection with and in the execution of Contract levied by the Chinese government on Client in accordance with the tax laws of PRC shall be borne by Client.
6.2 All taxes and duties levied by the Chinese government on Consultant, in connection with and in the execution of Contract, according to Chinese tax laws and the agreement between the government of PRC and the government of Consultant's country for the reciprocal avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income shall be borne by Consultant.
Client is legally obliged to withhold, as a withholding agent, the amount of taxes pro rata each taxable payment under Contract and pay them to the relevant Chinese tax authorities. After receiving the tax receipts issued by the relevant Chinese tax authorities for the aforesaid withholding taxes, Client shall forward them to Consultant without undue delay.
6.3 All taxes and duties arising outside PRC in connection with and in the execution of Contract shall be borne by Consultant.
Article 7 Warranty
7.1 Consultant warrants that he has the experience and capability to efficiently and expeditiously perform the services in a satisfactory manner and that the services performed by him under this Contract shall be performed by competent personnel in accordance with accepted standards.
7.2 In the event of a failure of Consultant to provide Client with satisfactory services within the scope of work described in Appendix 1 at any time for any reason within the control of the Consultant, Client may notify Consultant of such dissatisfaction. Consultant shall be afforded a period of _____ days to correct or remedy the matter. Should Consultant within the time afforded by Client fail to correct or remedy the matter to the satisfaction of Client, all charges shall cease forthwith until such time as Consultant is able to provide satisfactory services in accordance with the Scope of work described in Appendix 1.
7.3 The Consultant‘s guarantee liability shall expire _____ months after its consultancy service is finally inspected and accepted by Client, or after final payment is made.
Article 8 Ownership of Technical Service Reports
8.1 Final version of the technical service report submitted to Client and all relevant data such as maps, plans and supporting material compiled in performing the Scope of Services, shall be the property of Client. Such materials shall be sorted and indexed by Consultant prior to transmission to Client.
8.2 Consultant shall be permitted to retain copies thereof, provided however that such materials, including the material furnished by Client as stated in Article 5 of this Contract, shall not be used by Consultant for purposes not related with this Project without the prior written approval of Client.
Article 9 Assignment
9.1 Neither Client nor Consultant shall assign or sublet their rights or obligations hereunder without the prior written consent of the other party.
Article 10 Termination
10.1 If, due to the responsibility of Consultant, the technical service reports have not been delivered at dates according to the delivery schedules as stipulated in Article 4 of the Contract, Consultant shall be obliged to pay to Client penalty for such delay in delivery at the following rates:
A. ______ percent (____%) of the total contract price per week for the first four weeks;
B. _____ percent (____%) of the total contract price per week from the fifth week to the eighth week;
C. ______ percent (____%) of the total contract price per week from the ninth week of delay.
Odd days less than one (1) week shall be counted as one (1) week for calculating the liquidated damage.
10.2 The total liquidated damage for late delivery shall not exceed ______ percent (____%) of the total contract price. Payment of the liquidated damage for late delivery shall not release consultant from its obligation to deliver technical service reports.
10.3 Client may, without prejudice to any other remedy for Consultant's following breach of Contract, terminate Contract in whole or in part by a written notice of default send to Consultant, if Consultant
A. Fails to deliver any or all of technical service reports within______(____) days after the scheduled delivery date as specified in Article 4; or
B. Fails to make the technical service reports meet the minimum level of Acceptance Standards as specified in Appendix 1.
Consultant shall refund to Client all the payments effected by Client to Consultant plus an interest at the rate of______ percent (____%) per annum in case of such a termination.
10.4 Either party may, without prejudice to any other remedy, terminate Contract in whole or in part by a written notice send to the other party, if the other party.
A. Fails to perform its confidentiality obligation under Contract; or
B. Fails to perform any other obligations under Contract except minor parts thereof, and does not remedy for its failure within a period of______ (____) days upon receipt of the written notice or a period agreed upon between the parties;
C. Becomes bankrupt or insolvent; or
D. Affected by any event of Force Majeure for more than ______ days.
Article 11 Force Majeure
11.1 Should either party be prevented from performing any of its obligations under Contract due to event of Force Majeure, such as war, serious fire, typhoon, earthquake, flood and any other events which could not be expected, avoided and overcome, the affected party shall notify the other party of its occurrence by fax and send by registered airmail a certificate issued by the competent authorities or agency within fourteen (14) days following its occurrence.
11.2 The affected party shall not be liable for any delay or failure in performing any or all of its obligations due to the event of Force Majeure. However, the affected party shall inform the other party by fax the termination or elimination of the event of Force Majeure without delay.
11.3 Both parties shall proceed with their obligations immediately after the cease of the event of Force Majeure or removal of the effects. The validity period of Contract and/or the scheduled period for relative execution of Contract shall be extended correspondingly.
Article 12 Arbitration
12.1 Any dispute arising from or in connection with this Contract shall be submitted to China International Economic and Trade Arbitration Commission,Shenzhen Sub-commission for arbitration in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties and the applicable law is the material law of P.R.C.
12.2 Notwithstanding any reference to arbitration, both Parties shall continue to perform their respective obligations under the Contract unless otherwise agreed.
Article 13 Language and Standards
13.1 Correspondence except this Contract between Client and Consultant, data and documents made available by Client to Consultant and the technical service reports and drawings prepared by Consultant shall be in the English language.
13.2 Measures shall be written in the metric system.
Article 14 Governing Law
14.1 The construction, validity, and performance of this Contract shall be governed by the laws of the People's Republic of China.
Article 15 Effectiveness of the Contract and Miscellaneous
15.1 Both parties shall make effort to obtain the approval from the respective authorities, if necessary, within thirty (30) days after Contract is signed by the authorized representatives of the two parties. Either Party shall notify in writing the other party of the approval date. The later date of approval shall be taken as the Date of Effectiveness of Contract.
15.2 Contract shall be valid and remain in force for_______(____) years from the Date of Effectiveness.
15.3 The outstanding credit and debt between the parties under Contract shall not be affected upon the termination or expiration of Contract.
15.4 Appendices hereof shall be integral parts of Contract and have the same legal force as the text of Contract itself. The text of Contract shall prevail in case of any discrepancies between the text of Contract and Appendices.
15.5 All amendments, supplements, subtractions, or alterations to Contract shall be made in written form and become valid upon the signature of the authorized representatives of both parties. The valid amendments, supplements, subtractions, or alterations shall from an integral part of Contract and shall have the same legal force as the text of Contract.
15.6 All communications between the parties shall be in English in written form during implementation of Contract. Faxes concerning important matters shall be confirmed timely by registered or express mails.
15.7 The Contract is made in two counterparts each in Chinese and English, each of which shall deemed equally authentic. The Contract is in four (4) originals, two (2) for the Buyer and two (2) for the Seller.
Client: ________________________________________________.
Address: ______________________________________________.
Post Code: ____________________________________________.
Telephone: ________________. Fax: _________________.
E-mail: _______________________________________________.
Authorized Representative signature: ____________________.
Signing Date: __________________________________________.
Consultant: ____________________________________________.
Address: ______________________________________________.
Post Code :____________________________________________.
Telephone: ________________. Fax: _________________.
E-mail: _______________________________________________.
Authorized Representative signature: ___________________.
Signing Date: __________________________________________.
英文契約模板集錦 篇6
The date of signature of this agreement
協定簽署日期:
Advertiser 廣告商:
Advertiser’s Address 廣告地址:
Telephone 電話:
Agency 代理商:
Agency’s Address 代理商地址:
Telephone 電話:
This Advertising Agency Agreement (hereinafter referred to as Agreement) is made and effective this Date of, by and between Advertise and Agency.
此廣告代理協定(下稱:協定)從簽約之日起由廣告商和代理商之間簽訂並生效,
Agency is in the business of providing advertising agency services for a fee. 代理商從事提供廣告代理服務並收取費用。
Advertiser desires to engage Agency to render, and Agency desires to render to Advertiser, certain advertising agency services, all as set forth.
廣告商欲雇用代理商提供服務,並且代理商欲提供給廣告商某些廣告代理服務,如下所示。
NOW, THERFORE, in consideration of the mutual agreements and covenants herein contained the parties hereto agree as follows:
因此,現在,考慮到在此包含的雙方約定和契約,雙方同意如下條款:
1. Engagement 雇用
Advertiser engages Agency to render, and Agency agrees to render to Advertiser, certain services in connection with Advertiser’s planning, preparing and placing of advertising for certain of Advertiser’s products as follows:
廣告商啟用代理商提供,並且代理商同意提供給廣告商和廣告商的計畫,準備和投放一些廣告商的產品的服務,如下所示:
A. Analyze Advertiser’s current and proposed products and services and present and potential markets.
分析廣告商的目前和建議的產品和服務,目前和潛在的市場。
B. Create, prepare and submit to Advertiser for its prior approval advertising ideas and programs.
創立,準備和提交給廣告商先前批准的廣告理念和計畫。
C. Prepare and submit to Advertiser for its prior approval estimates of costs and expenses associated with proposed advertising ideas and programs.
準備和提交給廣告商與所建議的廣告理念和計畫的先前的批准的預計成本和費用。
D. Design and prepare, or arrange for the design and preparation of, advertisements. 設計和準備,或安排廣告的設計和準備。
E. Perform such other services as Advertiser may request from time to time such as, but not limited to , direct mail advertising preparation, speech writing, publicity and public relations work, market research and analysis.
進行廣告商可能不時要求的其他服務,例如,但不局限於,直接的郵寄廣告準備,演講稿,宣傳和公共關係工作,市場研究和分析。
F. Order advertising space, time or other means to be used for publication of Advertiser’s advertisements, all time endeavoring to secure the most efficient and advantageous rates available.
預訂用於廣告商廣告發布的空間,時間或其它方式,一直努力獲得最有效的和最有利的費率。
G. Proof for accuracy and completeness of ions, displays, broadcasts, or other forms of advertisements.
尋求精確性和完成廣告附加頁,展示,廣播或其它形式的廣告。
H. Audit invoices for space, time, material preparation and charges.
審計空間,時間,材料準備和費用的發票。
2. Products產品
Agency’s engagement shall relate to the following products and services of Advertiser: [Products]
代理商的啟用將與廣告商的下列產品和服務有關[產品]
3. Exclusivity 獨家代理
Agency shall be the [Exclusive or Non-Exclusive] advertising agency in the United States for Advertiser with respect to the products described in Section 2 Above. 代理商將是關於上述第二部分廣告商在美國的[獨家代理或非獨家代理]廣告機構。
4. Compensation賠償金
A. Agency shall receive an amount equal to Media Commission Rate of the gross charges levied by media for advertising placed therewith by Agency pursuant to this Agreement; and Non-Media Commission Rate after volume discount, of the charges of suppliers of services or properties, such as finished art, comprehensive layouts, type composition, photos, engravings, printing, radio and television programs, talent, literary, dramatic and musical works, records and exhibits, purchased by Agency on Advertiser’s authorization during the term of this Agreement; provided that:
代理商將根據此協定獲得等同於[媒體佣金費率]的由代理商投放廣告媒體所徵收的總費用;並且在總量折扣之後獲得等同於[非媒體佣金費率]的供應商的服務或財產的費用,如藝術品,總體設計,字型組合,直接影印本,版畫,印刷,廣播和電視節目,人才,文學作品,戲劇和音樂作品,唱片和展覽,由代理商根據廣告商的授權在此協定期限內購買;只要:
英文契約模板集錦 篇7
The buyer: the seller: ____________ ____________
Address: Address: ____________ ____________
Tel: ____________ Tel: ____________
Fax: Fax: ____________ ____________
Contact: Contact: ____________ ____________
The sale of the friendly negotiation of both parties, the buyer seller commissioned processing production ________ mould Co ______ set. The two sides reached the following processing agreement
Basic mould of die:
Product name serial number part name point number (mold type) mold single price (RMB yuan) delivery condition
Total price: (including 17% VAT)
The above set of mould material: _____________________
(the above mold materials are provided by the seller).
I. The rights and responsibilities of the two parties:
Buyer's responsibility and rights are as follows:
1. the buyer is responsible for the delivery of the R & D requirements and plans of the seller's project, and provides the sales forecast as far as possible.
2. the buyer is responsible for the delivery of the product design drawings and other related technical information required by the seller to the seller and the technical support.
3., the buyer has the sole right to interpret the product design drawings and related technical data delivered to the seller. When there is ambiguity, the Seller shall consult the buyer's opinion and confirm it by the buyer.
4. after the seller completes the design and manufacture of the mould, the buyer will go to the seller's site to verify the mold, or to provide the product sample to the buyer for confirmation and confirmation by the seller. The moulds referred to in this contract include the mould of the product itself and the fixture and mould needed for the subsequent production.
The rights and responsibilities of the seller are as follows:
1. the seller is responsible for the design and manufacture of the moulds according to the product design drawings and other related technical information provided by the buyer.
Be responsible for completing the mold according to the buyer's design requirements in accordance with the stipulations of the contract.
2. the Seller shall be responsible for providing timely certification and sample test, trial production of desired products. At the same time the seller must provide the details of the related products.
The detailed test report is for the buyer's confirmation. In case of repair / modification, the test report is also attached at the same time.
The buyer does not bear any responsibility.
1.5 the Seller shall give the buyer the corresponding compensation in the form of the buyer's approval as the seller causes the buyer to spend the labor and cost outside the normal technical support as a result of the seller's cause.
2. the progress of the model:
2.1 the seller after the receipt of the buyer after the confirmation of product drawing, which began to enter the mold design and production stage, open cycle for ________ days
2.2 due to buyer's cause the delay of mold making progress is not calculated.
2.3 if the seller's mold making process and other mistakes lead to the failure of the mold to be accepted and the buyer is in urgent need of production.
At the same time, the production should be arranged with the existing mold, and the die should be reopened according to the requirements of the drawings and samples.
3. mode of payment:
Party B agrees that Party A will pay the payment as follows.
3.1 separate settlement: Monthly knot, 60 days after the opening of the ticket, open 17% VAT invoices.
3.1.1 of the total amount of the contract manufacturing batch mould (including VAT) for RMB _________ yuan (RMB ________ yuan), the buyer to pay the total amount of _____% mold, mold ___% residual cost allocation in the first 50K products, if the number of orders less than 50K, the buyer shall supply the seller after the unamortized tooling cost.
3.1.2 from the two sides after the signing of the contract, the seller to provide value-added tax invoices (mold total ____%), the buyer within twenty working days of payment.
4. product order: only after the quality acceptance of the product sample is qualified and the buyer's written confirmation, the seller may accept the order of the third party authorized by the buyer or the buyer. The order contract signed by third parties authorized by the buyer with the buyer's seller is subject to this contract.
Four, product quality assurance
After the seller has completed the mold, the Seller agrees to guarantee the quality of the product in accordance with the buyer's quality standard (the first confirmation report).
The buyer reserves the right to modify the content of the quality standard in accordance with the actual needs.
Five. The ownership of the mold
1. the ownership of all moulds and clamping fixtures and their assembly drawings and parts drawings (including 2D and 3D) involved in the contract shall be owned by the buyer, and the Seller shall not interfere with the buyer's disposition of the molds. If the seller is responsible for the custody of the seller, the Seller shall not supply the mould to the third party without the buyer's consent, otherwise the buyer shall have the right to ask the seller to return the mold fee and compensate for the loss.
2. when the buyer pays the mold cost, the seller must cooperate with the buyer or the third party designated by the buyer to transfer the inspection and accept the replacement of the die from the seller's place, and will replace the worn parts at the expense of itself, so as to ensure the restart of production. The seller is obliged to assemble, rust and pack the moulds and send it to the place designated by the buyer. All mold assembly drawings and part drawings (including 2D and 3D) and all clamping devices must be transferred to the buyer at the same time.
3., during the process of mold transfer, such as the improper assembly, rust prevention or packaging of the seller, it will cause damage to the mold, and all direct and indirect losses arising therefrom shall be borne by the seller.
Six, mold maintenance
1., the Seller guarantees the service life of the mould 500 thousand times, and the seller is responsible for free maintenance during this period. If the mold is not used during the service life, the Seller shall be responsible for changing or re opening the mold and taking the corresponding cost.
2. the seller should die changes, maintenance and repairs in a timely manner and register, whether such a modification, maintenance and repair are
The buyer made it. If the buyer is to ask the relevant technical details or evidence, the buyer may register with the time without notice. The Seller shall give the buyer a copy of the record once every three months. The seller should take the initiative to complete this task on a regular basis without the buyer's request.
Six. Intellectual property rights
The product and the buyer 1. involved in this contract to provide design drawings and other information in the intellectual property is owned by the buyer, the buyer without permission, the Seller shall not disclose to any company or individual, otherwise all the losses resulting from the seller; the buyer only agreed to all data and information provided by the seller by the buyer the purpose of this contract based on the,
2. the Seller agrees to the design drawings will not be provided by the buyer and other data or information for the purpose of non contract other than the seller or the buyer has the right to pursue responsibility; without written permission from the buyer, the Seller shall not in publications, advertising or other written and oral form to the seller to provide or have provided any data and information.
3., without the buyer's license, it is strictly prohibited for the seller to use this mould to supply other customers other than the buyer or the buyer's designated customer, otherwise all direct and indirect losses arising from it shall be the seller's responsibility.
4. other undisclosed matters of confidentiality are carried out in accordance with the "confidentiality agreement" signed by the buyer and the seller.
Seven. Liability for breach of contract
1. the Seller shall be liable for breach of contract if the seller fails to complete the mold making and sample delivery according to the progress of each stage specified in the 2.1. The Seller shall pay the buyer a fine of 2% of the total amount of this contract at a time of one day of delay. The amount of the penalty is not more than the total amount of the contract.
2., if the seller's cause causes the seller's quality to be supplied to the buyer can't meet the buyer's requirements, and the other materials will be lost and scrapped during the assembly process, the seller will fully compensate for the loss and scrap materials and the resulting artificial / stop line costs. The two parties may sign separately the raw material for production.
3. the quality and progress of the product provided to the buyer by the seller for the seller's cause can not reach the buyer.
Place)
3. when the mold is certified by the buyer, the seller is responsible for the seal of the mold. If the buyer agrees that the seller is responsible for the subsequent processing and production of the products, the Seller shall be responsible for the repair and maintenance of the moulds, and the Seller shall make the batch production according to the order of the third party authorized by the buyer or the buyer.
4. for all the molds produced by the buyer, the Seller shall provide the buyer with detailed design drawings. All drawings must be made in AutoCAD or pro-eng (pro-el2) and must be transmitted to the buyer in electronic form before the mold opening for approval.
Two. Technical terms:
1. repair and maintenance of the mold: the seller is responsible for the repair and maintenance of the mold during the production process.
2., after no dispute between the two sides, the buyer will provide the product design drawings and related technical information to the seller, and send the engineer to the seller's technical exchange or the seller send the engineer to the buyer for technical communication. The product drawings and technical requirements list is attached to Annex 1.
3. the seller promised to use the quality requirements of the mold for the system to produce products to the buyer
4. the seller promised to use the mold for the system to produce the product can reach the seller's delivery capacity:
Nissan energy: _______k, monthly capacity: ______k
5. the seller promises that all the moulds involved in this contract can be reached to 400 thousand times.
6., without the buyer's permission, it is strictly prohibited for the seller to contract the whole part of the contract involved in the contract to other companies for processing. Otherwise, the Seller shall be liable for breach of contract in accordance with the breach clause of the contract as a breach of contract.
Three. The terms of business:
1. mold price:
1.1 after negotiation between the two parties, the seller will provide the final offer of the mould approved by the buyer and sign the price confirmation as an indispensable part of the contract.
The total amount of 1.2 contract (including VAT mold ____%) rmb_______.
1.3 the total cost of the price of the mold contains the following expenses, and the Seller shall not ask the buyer for the following reasons:
1.3.1 the cost of all the fixtures and tools required by the seller for the molding / two processing / assembly of the product;
1.3.2 the seller, according to the contract, carries out the cost of material, equipment and manpower for mould design, test mould.
1.3.3 the cost of the sample (800 sets) provided by the seller to the buyer for the certification of the mold and product;
1.3.4 the seller is the cost of the die vulnerable spare parts to ensure the normal production of the mold;
1.3.5 the cost of the related tools and tools for other processes that are prepared for the normal production of the product.
1.4 when the written request of the buyer the seller according to the change of the product design for the mould modification, if the mould modification is relatively simple, including less mold material changes and other simple changes from the mold, the seller to the buyer without charges; if the modification is complex, great influence on the whole structure of the mold, then the seller according to the modified working hours for mold to the buyer by the buyer offer, the corresponding mold modification cost. The buyer shall not bear any responsibility for the repair or modification of the mold due to the seller's reason, due to the failure of the mold to meet the buyer's requirements.
1.5 by the seller to the buyer's manual and cost technical support from the normal cost, the Seller shall give the buyer recognized the way the corresponding compensation.
2. the progress of the model:
2.1 after the seller has received the product drawing file after the buyer's confirmation, that is,
The cost of artificial / stop line formation. The two parties may sign separately the raw material for production.
3. if the seller has caused the seller to the buyer of the product quality and schedule is not up to the requirements of the buyer, the buyer and customer missed the best time to market, or the buyer was forced to cancel the project, so that the buyer and its customers suffer serious losses and loss of material research, in addition to the seller to refund all previous the buyer to pay the purchase price, depending on the actual situation of the seller also bear the buyer direct and indirect economic losses.
4., if the seller is unable to resist force, including the war, fire, strike, and other force majeure caused by Chinese law, the buyer will allow the buyer to dismiss it. The Seller shall notify the buyer in written form within 24 hours after the occurrence of the force majeure, and the seller is obliged to take all necessary measures to deliver the goods as soon as possible. If the force majeure continues for more than 2 weeks, the buyer has the right to cancel this contract.
5. other unfinished matters: implemented in accordance with the economic contract law.
Eight. Dispute settlement
Any dispute arising from the execution of this contract shall be settled through friendly negotiation first. If no negotiation can be reached within 30 days, either party can submit the dispute to the municipal court.
The parties to this contract shall be strictly enforced. If one party fails to perform the contract in the cause of the contract, the party must ask for the consent of the other party two weeks in advance, and the contract shall be terminated.
The buyer: the seller: ____________ ____________
Representative: Representative: ___________ ____________
英文契約模板集錦 篇8
This Agreement is made in Haidian District, _________(Placename)on _________,_________,_________(M,D,Y) among the following parties:
AAA (Passport No.: _________);
BBB (ID No.: _________);
CCC (ID No.: _________);
DDD (ID No.: _________);
EEE (ID No.: _________);
FFF (ID No.: _________); and HHH Co., Ltd., with official address being: _________(Address)hereinafter "HHH").
Whereas:
A. III entered into a three-year term loan agreement with HHH on _________,_________,_________(M,D,Y). Pursuant to the said loan Agreement, III has borrowed RMB_________ from HHH to invest in the establishment of JJJ Co., Ltd.
(hereinafter "JJJ Company").
B. BBB entered into a three-year term loan agreement with HHH on _________,_________,_________(M,D,Y). Pursuant to the said loan agreement, BBB has borrowed RMB_________ from HHH to invest in the establishment of the JJJ Company.
C. The JJJ Company was 70% owned by III and 30% owned by BBB right after its establishment.
D. III entered into the share transfer agreement on _________,_________,_________(M,D,Y) with each of AAA, CCC, DDD, EEE and FFF.
Pursuant to the said share transfer agreements, III has transferred 30% of the shares of the JJJ Company to AAA and 10% of the shares of the JJJ Company to each of CCC, DDD, EEE and FFF.
E. A debt transfer and assumption agreement was entered into on _________,_________,_________(M,D,Y) among III, AAA, CCC, DDD, EEE, FFF and HHH. Pursuant to the said debt transfer and assumption agreement, III has transferred his repayment obligation under the aforementioned loan agreement with HHH to AAA, CCC, DDD, EEE, and FFF; AAA has assumed RMB_________ loan obligation from III and each of CCC, DDD, EEE and FFF has assumed RMB_________loan obligation from III.
F. As of the date of this Agreement, each of AAA and BBB owns 30% of the shares of the JJJ Company and each of CCC, DDD, EEE and FFF owns 10% of the shares of the JJJ Company. To maintain their interest in the JJJ Company, each of AAA and BBB owes HHH RMB_________ and each of CCC, DDD, EEE and FFF owes HHH RMB_________.
Therefore, the parties agree to the following regarding the repayment of loan from each of AAA, BBB, CCC, DDD, EEE and FFF to HHH:
1. Repayment of Loan
1.1 HHH has the right to request each of AAA, BBB, CCC, DDD, EEE and FFF (each hereinafter "the borrowing p
英文契約模板集錦 篇9
AGREEMENT OF SECURITIES PLEDGE
目 錄
SECTION 1 第一條 DEFINITION 定義
SECTION 2 第二條 PLEDGE 質押
SECTION 3 NATURE OF LOAN AND PLEDGE第三條 貸款和抵押的性質
SECTION 4 SCOPE OF PLEDGE AND REDELIVERY OF THE PLEDGED COLLATERAL
第四條 承諾抵押品的抵押範圍及重新發運
SECTION 5 REPRESENTATIONS AND WARRANTIES 第五條 陳述與保證
SECTION 6 AFFIRMATIVE COVENANTS 第六條 肯定性條款
SECTION 7 APPOINTMENT OF AGENTS AND ACTIONS BY LENDER
第七條 代理人指定及貸方行為
SECTION 8 SALE AND TREATMENT OF PLEDGED COLLATERAL
第八條 承諾抵押品的出售及處理
SECTION 9 DIVIDENDS AND VOTING RIGHTS 第九條 股息及表決權
SECTION 10 RIGHTS AND REMEDIES 第十條 權利及賠償
SECTION 11 APPLICATION OF PROCEEDS OF PLEDGED COLLATERAL IN EVENT OF
DEFAULT
第十一條 違約情況下承諾抵押品的收益套用
SECTION 12 COMPLIANCE WITH SECURITIES LAWS
第十二條 有價證券法律的遵守
SECTION 13 MONETARY RELIEF 第十三條 貨幣補償
SECTION 14 MISCELLANEOUS 第十四條 其他款項
SECTION 1 第一條 DEFINITION 定義
1.1 Use of Defined Terms. Unless otherwise expressly specified herein, defined terms denoting the singular number shall, when in the plural form, denote the plural number of the matter or item to which such defined terms refer, and vice-versa. The Section, Schedule and Exhibit headings used in this Pledge Agreement are descriptive only and shall not affect the construction or meaning of any provision of this Agreement. Unless otherwise specified, the words “hereof,” “herein,” “hereunder” and other similar words refer to this Pledge Agreement as a whole and not just to the Section, subsection or clause in which they are used; and the words “this Agreement” refer to this Pledge Agreement. Unless otherwise specified, references to Sections, Recitals,
Schedules and Exhibits are references to Sections of, and Recitals, Schedules and Exhibits to this Agreement.
定義術語的使用。除非在此另作明確詳細說明,表示單數的定義術語,如果以複數形式出現,則表示此定義術語所指的事宜或事項的複數,反之亦然。本抵押協定中使用的條,附屬檔案以及附屬檔案標題僅具有描述性,不得對本協定中任何條款的構建和意義造成影響。除非另作說明,“本協定中”,“依據本協定”,“在本協定內”這樣的詞以及其他類似的詞語系指此質押協定的整體,而不僅僅是使用這些詞語的節,小節或條;“本協定”這些詞系指本抵押協定。除非明確表示另有所指,本協定中在使用節、陳述、附表及證明時,所指涉的均系本協定之節、陳述、附表及證明。
1.2 Statements as to Knowledge. Any statements, representations or warranties which are based upon the knowledge of the Pledgor shall be deemed to have been made after due inquiry with respect to the matter in question.
認知聲明。在抵押人認知基礎上的任何聲明,陳述或保證均應被視為在對所涉及事宜進行正當詢問之後做出。
SECTION 2 第二條 PLEDGE 質押
2.1 Pledge by Pledgor. The Pledgor hereby pledges, and assigns to the Lender, and hereby transfers to the Lender all right, title, ownership and interest in and to (all the foregoing herein called the “Pledge”), the following described property hereinafter called the “Pledged Collateral”: the ______ shares of ______ ( ), together with any certificates, whether physical or electronic, evidencing such shares (collectively, the “Pledged Shares”) and all cash, instruments, securities or other property representing a dividend or other distribution on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or
resulting from a split-up, revision, reclassification or other like change of the Pledged Shares or otherwise received in exchange therefore, and any warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Shares, and all proceeds thereof (collectively, the “Pledged Collateral”).
抵押人的抵押。抵押人在此向貸方抵押,轉讓,轉移所有權利,所有權和利息(本協定中所有前述事項均稱為“抵押”),以下描述的財產簡稱為“承諾抵押品”:______的股份,連同任何證明這種股份的物質或電子憑證(統稱為“抵押股份”)以及所有現金,工具,有價證券,或者其他代表股息或其他抵押股份任何分配的財產,或者代表根據或有關抵押股份的資金分配或返回,或者由於對抵押股份進行股本分割,修正,重新分類或其他類似改變,或者相反,因此作為交換而接收,以及對持有人發放的任何抵押股份或反之與其有關的保證,權利,或選擇,以及本協定中的所有收益(統稱“承諾抵押品”)。
SECTION 3 NATURE OF LOAN AND PLEDGE第三條 貸款和抵押的性質
3.1 Non-Recourse Loan and Pledge. The Lender agrees, for itself, its representatives, successors and assigns that: (i) neither the Pledgor, nor any representative, successor, assign or affiliate of the Pledgor, shall be personally liable for the Principal Loan Amount; and (ii) the Lender, and any such representative, successor or assignee, shall look only to the property identified in this Pledge Agreement for payment of the Obligations and will not make any claim or institute any action or
proceeding against the Pledgor, or any representatives, successors, assigns or affiliate of the Pledgor, for any deficiency remaining after collection upon the Pledged Collateral, except as provided below.
無追索權貸款及抵押。貸方為自己,其代表,繼承人及受讓人,同意:(1)抵押人,或者抵押人的任何代表,繼承人,受讓人或附屬者中任何一方不得個人對主要貸款金額負責;(2)貸方,以及任何代表,繼承人或受託人僅能將本抵押協定中定義的財產作為支付債務,不得以獲得承諾抵押品後仍有任何損失為由向抵押人,或者抵押人的任何代表,繼承人,受讓人或附屬者提出任何索賠,採取任何行動或起訴,除非有下述情況。
Provided, however, notwithstanding the foregoing, the Pledgor is and will remain personally liable for any deficiency remaining after collection of the Pledges Collateral to the extent of any loss suffered by Lender, or its representatives, successors, endorsees or assigns, is caused by Pledgor based in whole or in part upon damages arising from any fraud, misrepresentations or the breach of any representation, warranty or agreement in the Loan Documents.
儘管如前述事項,但如果抵押人個人正在並保持對獲得承諾抵押品之後依然存在的任何貸方,或者其代表,繼承人,被背書人或受讓人蒙受的任何程度的損失負責,及任何由抵押人對陳述,保證或貸款檔案中的協定進行任何欺騙,歪曲引起的整體或部分損失。
SECTION 4 SCOPE OF PLEDGE AND REDELIVERY OF THE PLEDGED COLLATERAL
第四條 承諾抵押品的抵押範圍及重新發運
4.1 Pledge Absolute. The Pledgor hereby agrees that this Pledge Agreement shall be binding upon the Pledgor and that the Pledge of the Pledged Collateral hereunder shall be binding upon the Pledgor and that the Pledge of the Pledged Collateral hereunder shall be irrevocable and
unconditional, irrespective of the validity, legality or enforceability of the Loan Agreement and any other Loan Document, even in the absence of any action to enforce the same, the waiver or consent by the Lender with respect to any provision thereof, or any action to enforce the same or any other similar circumstances. The Pledgor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Pledgor, any
notice to require a proceeding first against the Pledgor or any other Person, protest or notice with respect to indebtedness evidenced hereby and all demands whatsoever, and covenants that this Agreement will remain in full force and effect so long as any Obligations under the Loan Agreement remains unpaid.
絕對承諾。抵押人在此同意本抵押協定對抵押人構成約束,在本協定內對抵押品的承諾應對抵押人構成約束,本協定內對抵押品的承諾應為不可撤銷,無條件的,不論貸款協定或者其他貸款檔案的有效性,合法性和強制性,甚至無論任何相同行為的執行,貸方有關協定中的任何條款的棄權或同意,或者執行任何相同或類似情況的行為。在此,如果抵押人面對併購和破產,對抵押人或者其他人首先提出訴訟要求的任何通知,與協定中證實的債務相關的聲明及通知,以所有要求,將放棄在法庭上的注意程度,陳述,支付索取和索賠的提出,保證本協定保持完全有效,並且在貸款協定下尚有任何未償還債務時均保持有效。
4.2 Termination and Redelivery of the Pledged Collateral. This Agreement shall terminate when all of the Pledgor’s Obligations have been paid in full. Within five business days of the Pledgor’s satisfaction of the Obligations, the Lender shall reassign all right, title, ownership and interest in identical securities, as described in IRC 1058 to the Pledgor and redeliver the Pledged Collateral, without recourse or warranty, at the sole expense of the Lender. The Lender shall also deliver appropriate instruments of reassignment and release. Provided, however, that this Agreement shall be reinstated if any payment in respect of the Obligations is rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by the Lender for any reason, including without limitation by reason of the insolvency or bankruptcy of the Pledgor or any other person. For the purpose of this Pledge Agreement and the Loan Documents, a return of identical securities means a return of the Pledged Shares as modified as a result of any split-up, revision, reclassification or other like change of the Pledged Shares. Any cash or shares tendered to buy down the Loan due to the occurrence of an Event of Default are not subject to redelivery and do not become part of the Pledged Collateral.
協定終止及承諾抵押品的重新發運。本協定於抵押人所有債務完全付清之後終止。在抵押人付清債務的五個工作日內,貸方應如IRC 1058中的描述向抵押人重新分配相同有價證券中的一切權利,所有權和利益,無追索權或保證的情況下重新運送承諾抵押品,費用僅由
英文契約模板集錦 篇10
NECESSARY TERMS OF ENGLISH CONTRACT
1.前言 Preamble
一份標準英文契約通常可以分為前言(Preamble)、正文(Operative part)、附錄(Schedule)及證明部分即結束詞(Attestation)四大部分組成。 前言(Preamble)由“Parties”及“Recitals”兩部分組成。
“Parties”為必備條款,在很多時候稱為“commencement”即契約的開場白,主要介紹契約各方的名稱或姓名、註冊地及地址、郵編及在契約中的簡稱。當然,並不是所有的契約都要詳細介紹以上諸要素,在許多簡單契約中,只是提一下各方的名稱。
I. 以下為“Parties”的常用表達方式:
1. This Agreement is entered into by and between ____ and ____. 本協定由以下雙方____和___ 簽署。
2. This Agreement is entered into by and between ____ (hereinafter referred to as____) and ____ (hereinafter referred to as "_____"), whereby it is agreed as follows:
本協定由以下雙方____(以下簡稱____)和_____(以下簡稱___)簽署,達成如下協定:
註:在很多契約中,這部分加入簽約事由,如:
This Agreement is entered into through friendly negotiations between _____ Co.
(hereinafter referred to as the “Party A”) and _____ Co. (hereinafter referred to as the “Party B”) based on equal
ity and mutual benefit to develop business on the terms and conditions set forth below:
本協定由_____(以下稱為甲方)和____(以下稱為乙方)為發展業務在平等互利的基礎上籤訂,其條款如下:
This Agreement is entered into between _____ (hereinafter referred to as "Company"), and ______, (hereinafter referred to as "Employee") pursuant to paragraph VIII(2) of the Employee Handbook, whereby it is agreed as follows:
本“協定”由_____(以下簡稱“公司”)與_____(以下簡稱“雇員”)根據“雇員手冊”第VIII(2)款簽署,“協定”內容如下:
II. 以下為標準的“Parties”條款:
3. This Agreement is made and entered into this _____th day of _____ in the year of ____ by and between ______, a company duly organized and existing under and by virtue of the laws of ______, with its principal place of business at _____ (hereinafter referred to as “_____”), and ______, a company duly organized and existing under and by virtue of the laws of _____, with its principal place of business at _____ (hereinafter referred to as “_____”), whereby it is agreed as follows:
本契約由______,在_____法律之下並憑該等法律正式組織並存在的公司,其主要營業地點在______(下稱_____),與_____,在_____法律之下並憑該等法律正式組織並存在的公司,其主要營業地點______(下稱代理人),於_____日簽訂和締結,協定如下:
III. “Recitals”由數個以"Whereas"字樣開頭的句子所組合而成(這些句子俗稱為“Whereas Clauses”),表示當事人乃是在基於對這些事實(例如訂約的目的、背景來由等)的共同認識,訂立此契約。
4. This Agreement is made and entered into this _____ day of _____ in the year of ____ by and between _______, a company duly organized and existing under and by virtue of the laws of ______, with its principal place of business at ______ (hereinafter referred to as “_____”), and ______, a company duly organized and existing under and by virtue of the laws of ______, with its principal place of business at ______ (hereinafter referred
to as “_____”)
WITNESSED
WHEREAS, NOW THEREFORE, the parties hereto agree as follows:
本契約由_____,在_____法律之下並憑該等法律正式組織並存在的公司,其主要營業地點在______(下稱_____)(或下稱供應商),與_______,在_____法律之下並憑該等法律正式組織並存在的公司,其主要營業地點_
鑒於
因此,雙方當事人達成以下協定:
註:WITNESSED可以用WITHNESSTH、WITHNESSTH THAT等來代替。
IV. 在很多美國常用契約中,在很多情況下直接用RECITALS引導數個陳述語句或“Whereas Clauses”。下面為一個資產購買協定實例:
This ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as of May 19, 1997 by and among AAA, a Delaware corporation ("AAA"), BBB, a Delaware corporation and wholly-owned subsidiary of AAA ("Buyer"), CCC ("Summit"), and DDD, an Oregon corporation and wholly-owned subsidiary of Summit ("Seller").
RECITALS
A. The Boards of Directors of each of Summit, Seller, AAA and Buyer believe it is in the best interests of each company and their respective security holders that Buyer acquire certain listed assets and assume certain listed liabilities of Seller (the "Acquisition").
B. On the date hereof, Buyer has executed a $2,000,000 irrevocable purchase order to purchase 400 time-based licenses for Summit's Visual HDL interfaces for Visual Test bench ("VTB") software on AAA's standard form of purchase order, which is payable within five (5) business days after the date hereof.
NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the parties agree as follows:
2.定義 Definition
在正文(Habendum)部分,通常第一章為定義(Definitions)部分。
定義條款即對契約中涉及的術語及名詞作出限定、解釋的條款。它可以散見於契約各個部分,但對於一些大型的、重要的契約,通常將其置於第一章。
I. 常見的定義語句常用mean, refer to, be construed as, include等來表達。如:
1. "Territory" means the United States of America.“銷售地區”是指美利堅合眾國。
2. “Commencement date” shall mean the date of signing this agreement by the last signing party hereto.
“協定生效日”是指本“協定”最後簽字的一方簽署本“協定”的日期。
3. The “agreement” herein referred to shall mean this agreement of agency by entrustment.
“協定”在這裡是指本委託代理協定。
4. “Code” shall refer to the current and applicable Internal Revenue Code.
“法”是指當前可用的國內稅收法。
5. Reference to any statutory provision shall be construed as a reference to the same as it may have been, or may from time be, amended, modified or re-enacted.
引用法律規定理解為引用其本身外,還包括其修訂、修正或重新實施案。
6. "Expenses" include costs, charges and expenses of every description. “費用”包括各種形式的金錢支出。
II. 還有一類特殊的定義語句,即對於「單、複數」及「陰、陽性」名詞的範圍定義。通常都是用include來表達:
1. "Stock Certificate" includes "stock certificate" and "stock certificates".
契約中的“股票”,包括單數與複數。
2. "He" includes "he" and "she".
契約中的“他”,包括“他”與“她”。
3. Words using the singular or plural number also include the plural or singular number.
採用單數或複數的單詞也包括複數或單數。
III. 定義語句中,有時需限定範圍。而通常用得最多的是:“for the purpose of ”及“in relation to”某概念的定義條款,如果適用範圍僅限於契約的“特定部份”,可以用“for the purpose of ”來為定義條款起頭。而如果定義條款是針對契約的“特定概念”,就用“in relation to”來界定。如下例:
1. For the purpose of this Agreement, "Products" means all types of the machineries manufactured by Manufacturer as are specified in Attachment
A hereto.
本協定所稱的“產品”,指製造人所製造如附屬檔案A表列之各式機器。
2. "Address" means-
(a) 就自然人而言in relation to an individual, his usual residential or business address; and
(b) in relation to a corporation, its registered or principal office in the Republic of China.
“地址”就自然人而言,指通常之居所或工作場所;就公司而言,指位於中華人民共和國之註冊所在地或主營業所。
英文契約模板集錦 篇11
租 賃 合 同- LEASE CONTRACT
出租人LESSOR: ______________
(以下簡稱甲方Hereafter referred to as “PARTY A”)
電話Tel:______________ 手機Mobile:______________
承租人LESSEE:
(以下簡稱乙方Hereafter referred to as “PARTY B”)
通訊地址Mail Add:
電話Tel: 傳真Fax:
住客姓名The occupants of the premises will be:
甲、乙雙方經協商一致,訂立本契約。契約內容如下:
This lease has been mutual agreed and set up by PARTY A and PARTY B as the following:
1. 出租物業The Premises to be leased are described as follows:
地址Location:
面積Area:
電話Tel: _____條IDD直線, ____ IDD lines
2 租金Rental:
2.1租金每月為 元整, 形式支付
PARTY B shall pay as rent the sum of ; i.e.RMB per month.
2.2租金包括家具和電器的配置(詳見附屬檔案), 供暖費, 物業管理費、水費,電費,+煤氣費、健身卡、衛星收視費。 The Rent includes the Furniture、the Electrical Appliances (see Appendix A), Heating Fee, Management fee,water fee , electricity fee, gas fee,Fitness card,Satellite TV service fee.
2.3租金應在入住前及此後每月的 號前支付。甲方應在收到租金後向乙方開具正式發票。甲方應每月提前向乙方發出支付租金的書面通知。
The first rental shall be paid before moving in and the following rental shall be paid before the th of each succeeding 1 month’ term. PARTY A shall issue to PARTY B official invoice (Fapiao) upon receiving the rental. Party A shall send prior written notice to Party B for monthly rental payment request.
2.4租金以人民幣支票或轉賬形式支付.
Rental is payable in Ren Min Bi by check or by bank transfer.
2.5 在本租約有效期內,租金不予調整。
Rent will not be modified during the term of this Lease Agreement.
3 押金 Deposit:
3.1乙方須支付相當於兩個月房租的押金(即RMB ), 以人民幣支票或轉帳形式支付)。甲方應在收到押金後向乙方開具統一收據。
A deposit of two (2) months’ equivalent rental (RMB ) shall be paid by PARTY B in RMB by check or by bank transfer. PARTY A shall issue to PARTY B official receipt upon receiving the deposit.
3.2押金在契約終止後10天內由甲方以相同幣種全額退還給乙方(不計利息)。如果延期返還,則每延期一日,按每日萬分之四支付給乙方利息。
The deposit shall be refundable in full amount in 10 days after the contract expiration, in same currency and excluding interest thereupon. In case PARTY A delays the refund of the deposit, PARTY A shall pay interest to PARTY B at the rate of 0.04% per day of delay.
3.3甲方應按時付清各種帳單。若以上出租房屋及其家具、設備等因乙方原因出現遺失或非正常的損壞,乙方應負責賠償。
PARTY A shall pay off on time all the bills due. In case there is any loss or unusual damage to the furnishings, contents or the rental premises due to PARTY B’ s reason, PARTY B shall compensate for it.
4 租期 Lease term:
乙方租用出租房屋期限為 1 年,即自 年 月 日至 年 月 日。
From 16 July 20xx to 15 July 20xx for one (1) year.
5 出租人的責任 PARTY A’s obligation:
5.1 3甲方聲明及保證甲方為該出租房屋的合法擁有人,有合法地位出租此房屋,並就出租事宜已取得有關方面的批准。
PARTY A assures to be the legal owner of the leased premises, to have the necessary legal capacity to lease it, and PARTY A’ action has been ratified by the authorities concerned.
5.2租賃期內,若甲方出售該出租房屋導致該出租房屋所有權發生轉移,甲方須保證本契約能繼續執行。
In case PARTY A sells the premises during the lease which leads to the premises ownership be transferred, PARTY A shall ensure that the said contract will be implemented continuously.
5.3甲方須按時將清潔狀況良好的出租房屋交付乙方使用,保證在租賃期內出租房屋內的各項設施能正常使用。 PARTY A shall hand over the said premises to PARTY B on time and assure the said premises will be cleaned and in good status during the lease term.
5.4甲方有義務負責出租房屋及設施的正常維護和保養,如房屋或設施非因甲方原因出現故障,甲方應在收到乙方通知後二十四(24)小時內自行或通過其他方式解決故障,否則,乙方有權僱傭第三方進行維修,由甲方承擔所有費用並承擔相關責任。由於不可抗力(如地震、颱風、洪水、非人為的火災等)、自然損耗或乙方以外的原因造成的損壞,亦由甲方承擔有關費用。
PARTY A shall bear the responsibility of the said premises’ normal repairs and maintenance, and pay the cost related. In case the premises or facilities are in bad conditions not due to the reason of PARTY B, PARTY A shall complete the repair work within 24 hours upon receipt of the notice from PARTY B. Otherwise, PARTY B shall have the right to hire any third parties for the repair work at the cost of PARTY A. The cost of repairs to the said premises, if damaged by Force Majeure (such as earthquake, typhoon, flood non-man made fire, etc) reasonable wear and tear or by accidents beyond PARTY B’S control, should also be borne by PARTY A.
5.5租賃期內,在乙方遵守契約及支付租金的前提下,未經乙方允許,甲方不得進入該出租房屋。
During the lease, PARTY A shall not get in the said premises without PARTY B’S permission if PARTY B has been carrying out the contract normally.
5.6甲方應督促管理公司向乙方提供足夠的服務,如冷水、熱水、煤氣,電的供應及各種設備的正常工作。 Party A shall direct Property Management Company to provide sufficient and continuous services to Party B, including provision of cold water, hot water, gas and electricity and ensure proper maintenance of equipment therein.
5.7 房產稅及與租賃有關的所有稅費由甲方承擔。
Premises tax and other leasing related taxes shall be paid by PARTY A.
6 承租方的責任 PARTY B’S obligations:
6.1 乙方申明及保證其在中國擁有合法居留權,並按有關規定辦理必要的居住登記手續。
PARTY B assures to have the legal right of residence in China, and shall complete the residential formalities complying with the local regulations.
6.2 住客應按時支付電話費含上網費、水電煤氣費。
The occupant shall pay the telephone bills and internet fee, extra water electricity gas fee on time.
6.3 乙方只能將出租房屋用做住宅,不得將之用作公司及代表處的註冊地址,亦不可作為公開的辦公室。 The premises are limited for residential use only by PARTY B, and are prohibited from registering as legal address for any company or agency, or using as public office.
6.4 乙方不得在出租房屋內進行違反法律及政府對出租房屋用途有關規定的行為。
PARTY B shall not carry in the premises any unlawful or illegal activities which are not allowed according to the leasing regulations from the government.
6.5 租賃期內,未經甲方書面同意,乙方不得將出租房屋部分或全部轉租他人。
PARTY B shall not partly or totally sublet the said premises without the written permission from PARTY A.
6.6 若因乙方使用不當或不合理使用,出租房屋及其內的設施出現損壞或發生故障,乙方應及時聯絡管理機構或甲方進行維修,並負責有關維修費用.
The damage of the premises or the fittings that are within the control of PARTY B shall be borne by PARTY B, and PARTY B shall contact the management office or PARTY A instantly.
6.7 租賃期內,乙方對出租房屋進行裝修或增加水、電、消防等設施,須經甲方同意並經有關部門批准,並由甲方執行監理,所需費用由乙方承擔。雙方解約時,乙方不能移走自行添加的結構性設施,甲方亦不必對上述添加設施進行補償。
PARTY B, upon written permission of PARTY A, may make additions or alterations dealing with water,
electricity supply or fire protection, at his own expense, subject to necessary permits or licenses required by the authorities concerned and under the supervision of PARTY A .No structural alterations or additions can be removed from the premises upon the expiration of this contract. No reimbursement for the said additions.
6.8 乙方有權在牆壁上懸掛畫、圖片或其他裝飾性物品。契約履行期限屆滿或提前解約時,甲方應承擔費用拔掉釘子、粉刷牆壁或使牆壁恢復原狀,並承諾不以此為由扣留乙方的押金。
PARTY B is entitled to hang pictures, paintings or other decorative articles on the walls. Upon expiration or early termination of the contract, PARTY A shall bear the cost to remove the nails, repaint the wall or restore the wall to the original state, and PARTY A shall not retain PARTY B’S deposit for the reason of doing things above.
6.9租賃契約期滿的前一個月內,經合理事先書面通知,乙方應允許甲方或其授權人 引領潛在客人參觀在出租房屋。
During the last month of the contract, after reasonable prior written notice to PARTY B, PARTY A or his nominee shall be allowed to show the said premises to the potential clients.
6.10 租賃期滿,若甲,乙雙方未達成續租協定,乙方應於租期屆滿時或之前遷離出租房屋並將鑰匙及清理乾淨的房屋歸還甲方.
PARTY B shall return the premises in a clean condition to PARTY A (except wear and tear) at the expiration of the contract if there is no renewal thereupon.
7 提前解約Early termination:
7.1六(6)個月後,乙方如要退租,應提前一(1)個月書面通知甲方終止本租約。在此情況下,甲方應在本租約終止後十(10)日內將押金全額退還乙方。
After six (6) months, Party B may, upon one (1) month advance written notice to Party A, terminate this
Tenancy Agreement without any liabilities. Under this circumstance, Party A shall return the deposit in full to Party B within ten (10) days after the termination.
7.2 若因自然界的不可抗力,如火災、洪水、颱風、地震、戰爭等意外損害導致出租房屋無法居住,契約即自動終止,甲、乙雙方互不承擔責任。
If the said premises are so damaged by force majeure (fire, flood, typhoon, earthquake, war, and etc) that it’s no longer habitable, the contract shall be terminated automatically. Neither PARTY A nor PARTY B shall bear any responsibility to each other.
8 續租 Renewal:
租賃期滿,乙方有優先續租權,但須提前一個月通知甲方,並安排簽訂續租契約。
PARTY B retains the priority to renew this lease upon expiration , while one-month prior notice to PARTY A is necessary, and PARTY A shall arrange the signature for the renewal contract.
9 爭議的解決 Dispute Resolution:
9.1 本契約適用法律為中華人民共和國相關法律。
The contract is governed by the laws of the People’s Republic of China.
9.2在履行本契約過程中產生的任何爭議由雙方協商解決,協商不成,可向中國國際經濟貿易仲裁委員會(北京)申請仲裁。
In case of any dispute arising out of the performance of this Contract, PARTY A and PARTY B shall consult
together to reach unanimity, otherwise both parties can submit the dispute to the China International Economic and Trade Arbitration Commission (Beijing) for arbitration.
10 其他Others:
10.1本契約以中英文兩種文字擬成,兩種文本同等有效。
The contract is drawn in both Chinese and English versions. Both texts have equal effect.
10.2 本契約一式二份,甲、乙雙方各執一份。
Two copies of the contract will be drawn and remained in the possession of PARTY A & PARTY B. 10.3本契約自簽定之日起生效。
The contract shall come into force on the date of signature.
10.4本契約的附屬檔案是本契約必不可少的組成部分。附屬檔案一列明的物品在甲、乙雙方核實簽字後生效。
The appendix is an indivisible part of this contract. Details listed in appendix 1 shall not come into affect until being checked and signed by both PARTY A and PARTY B.
11 簽章 Signatures and official marks:
甲方 乙方
PARTY A: PARTY B:
授權代表: 授權代表人:
Authorized representative: Authorized representative:
蓋章: 蓋章:
Seal: Seal:
日期 日期
英文契約模板集錦 篇12
Commercial Contract
商業契約
No:
契約號:
Date:
日 期:
The Buyer: Zhonghua International Technology Corporation
賣方:菲爾德·埃米森公司
The Seller: Field Emission Corp.
買方:中華國際技術開發公司
This contract is made by and between the Buyer and the Seller, whereby the Buyer agrees to buy and the Seller agrees to sell the under-mentioned commodity according to the terms and conditions stated below:
根據本契約條款,買方同意購買,賣方同意出售下述貨品,茲簽訂本契約。
1. Commodity: camera-control equipment
1、品名:攝像機控制設備
Quantity: 60 (sets)
數量:60(台)
Unit price: USD4 800.00
單價:4 800美元/台
Total amount: USD288 000.00
總額:288 000美元
2. Country of origin and manufacturer: Field Emission Corp. in US
2、原產國別及生產商:美國菲爾德·埃米森公司
3. Packing
3、包裝
To be packed in strong wooden cases or cartons, suitable for long distance ocean, parcel post or air freight transportation as well as changing climate and with good resistance to moisture and shocks.
用堅固的木箱或紙箱包裝,適宜長途海運、郵寄或空運及適應氣候變化,並且具備良好的防潮抗震能力。
The Seller shall be liable for any damage of the commodity due to improper packing and for any rust attributable to inadequate protective measures in regard to the packing.
由於包裝不當而引起的貨物損壞或由於防護措施不善而引起貨物鏽蝕,賣方應賠償由此而造成的全部損失費用。
One full set of service and operation manual shall be enclosed in each case.
包裝箱內應附有完整的維修保養、操作使用說明書。
4. Shipping mark:
4、運輸標誌
The Seller shall mark on each package with fadeless paint the package number, gross weight, net weight, measurement and warnings such as “HANDLE WITH CARE”, “KEEP AWAY FROM HEAT”, “KEEP AWAY FROM MOISTURE” as well as shipping mark.
賣方應在每個貨箱上用不褪色油漆標明箱號、毛重、淨重、長、寬、高,並標有“小心輕放”,“防潮”及“防熱”等字樣和運輸標誌。
5. Date of shipment: Aug. 8, 20xx
5、裝運日期:20xx年8月8日
6. Port of shipment: Los Angeles
6、裝運港:洛杉磯
7. Port of destination: Ningbo
7、目的港:寧波
8. Insurance:
8、保險
To be borne by the Buyer after shipment.
裝運後由買方投保。
9. Payment, under conditions (1), (2) and (3) below:
9、支付條件 分以下三種條件支付:
(1) Through the letter of credit:
(1)信用證
The Buyer, on receipt from the Seller of the delivery advice, shall open an irrevocable letter of credit with the Bank of China, in favor of the Seller for the total value of shipment 25 – 30 days prior to the date of delivery. The credit shall be available against Seller‘s draft drawn at sight on the opening bank for 100% invoice value accompanied by the shipping documents specified in Clause 10 hereof. Payment shall be effected by the opening bank by telegraphic transfer against presentation of the aforesaid draft and documents. The letter of credit shall be valid until the 20th day after the shipment is effected.
買方收到賣方交貨通知,應在交貨日期前25 – 30 天,由中國銀行開出以賣方為受益人的與裝運金額相同的不可撤銷的信用證。賣方須向開證行出具100%發票金額即期匯票並附本契約第10款所規定的裝運單據。開證行收到上述匯票和裝運單據即予以電匯支付。信用證於裝運日期後20天內有效。
(2) Collection:
(2)托收
The Seller may present the sight draft together with the shipping documents (specified in Clause 10 hereof) through the Seller‘s bank and Buyer’s Bank to the Buyer for collection after shipment.
貨物裝運後, 賣方出具即期匯票,連同本契約第10款規定的裝運單據,通過賣方所在地銀行和買方銀行提交給買方托收。
(3) By direct remittance:
(3)直接付款
Payment shall be effected by the Buyer, by telegraphic transfer, within 7 (seven) days after receipt from the Seller of the shipping documents specified in the Clause 10 hereof.
買方收到本契約第10款規定的裝運單據後7天內, 以電匯向賣方支付貨款。
10. Documents:
10、單據
(1) In case of sea-freight:
(1)海運
Full set of clean bills of lading marked “Freight to Collect”, “Freight Prepaid” made out to bank endorsed notifying Zhonghua International Technology Development Corporation at the port of destination.
全套清潔海運提單,標明“運費付訖”,“運費預付”,做成空白背書並註明通知目的港的中華國際技術開發公司。
(2) In case of air-freight:
(2) 空運
One copy of airway bill marked “Freight to Collect”, Freight Prepaid“ and sent to the Buyer.
空運提單副本一份,標明“運費付訖”,“運費預付”,寄交買方。
(3) Invoice in 4 copies indicating contract number and shipping mark, made out in details as per the contract concerned.
(3)發票一式4份,標明契約號和裝運標誌,發票根據有關契約詳細填寫。
(4) Packing list in 2 copies issued by the manufacturer.
(4)由生產商出具的裝箱單一式兩份。
(5) Certificate of quality and quantity issued by the manufacturer.
(5)由生產商出具的質量和數量保證書。
(6) The Buyer shall be advised by mail/cable immediately after shipment.
(6)貨物裝運後立即用電報或信件通知買方。
In addition, the Seller shall, within 10 (ten) days after shipment, send by airmail two sets of aforesaid documents (except item 4) with one set directly to the Buyer and one set directly to Zhonghua International Technology Development Corporation at the port of destination.
此外,發貨10天內,賣方將上述單據(第5條除外)航寄兩份,一份直接給買方,一份直接給目的港的中華國際開發公司。
11. Shipment
11、裝運
(1) In case of FOB terms
(1) 離岸價格條款(FOB條款)
a. The Seller shall, 30days before the contracted date of shipment, advise the Buyer by cable or letter of the contract number, name of commodity, quality, value, package number, gross weight, measurement and date of readiness at the port of shipment for the Buyer to book shipping space.
1)賣方於契約規定的裝運日期前30天,用電匯或信件將契約號、品名、數量、價值、箱號、毛重、裝箱尺寸和貨物抵裝運港日期通知買方,以便買方租船訂艙。
b. Booking of shipping space shall be arranged by the Buyer‘s shipping agent, China Ocean Shipping Agency.
2)買方船運代理中國外輪代理公司,負責辦理租船訂艙事宜。
c. The Buyer‘s shipping agent (China Ocean Shipping Agency) shall send to the Seller notice indicating the name of vessel, estimated date of loading and contract number for the Seller to arrange shipment 10 (ten) days before the estimated date of arrival of the vessel at the loading port. The Seller is requested to get in close contract with the shipping agent. When it becomes necessary to change the carrying vessel or to advance or delay the arrival date, the Buyer or the shipping agent shall advise the Seller in time. Should the vessel fail to arrive at the loading port within 30 (thirty) days after the arrival date advised by the Buyer, the Buyer shall bear the storage and insurance expenses incurred from the 30 day thereafter.
3)買方船運代理(中國外輪代理公司)預計船抵達裝運港10天之前,將船名、預計裝貨日期、契約號等通知賣方,以便賣方安排裝運。要求賣方與船運代理保持密切聯繫。當需要更換承運船隻及船隻提前、推遲抵達時,買方或其船運代理應及時通知賣方。如船在買方通知日後30天內未能到達,則第30天后倉儲費和保險費用由買方承擔。
d. The Seller shall be liable for any dead freight or demurrage, should it happen that they have failed to have the commodity ready for loading after the carrying vessel has arrived at the port of shipment on time.
4)如承運船如期抵達裝運港,賣方因備貨未妥而影響裝船,則空艙費和滯期費均由賣方承擔。
e. The Seller shall bear all expenses and risks before the commodity passes over the vessel‘s rail and is released from the tackle. After it has passed over the vessel’s rail and is released from the tackle, all expenses and risks shall be in Buyer‘s account. 5)貨物超過船舷並從吊鉤卸下前,一切費用和風險由賣方承擔;貨物超過船舷並從吊鉤卸下,一切費用和風險由買方承擔。
(2) In case of CFR terms
(2)成本加運費價條款(CFR條款)
a. The Seller shall ship the goods within the shipment time from the loading port to the port of destination. Transshipment is not allowed.
1) 在裝運期內,賣方負責將貨物從裝運港裝運至目的港。不得轉船。
b. In case the goods are to be dispatched by air freight, the Seller shall, 30 (thirty) days before the time of delivery as stipulated in Clause 5, inform the Buyer by cable or letter of the estimated date of delivery, contract number, name of commodity, and invoiced value. The Seller shall, immediately after dispatch of the goods, advise the Buyer by cable or letter of the contract number, name of commodity, invoiced value and date of dispatch for the Buyer to arrange the insurance in time.
2) 貨物空運時,賣方於本契約第5條規定的交貨日期前30天,以電報或信件把預計交貨期契約號、品名、發票金額等通知買方。發貨後,賣方立即以電報或信件將契約號、品名、發票金額、發貨日期通知買方,以便買方及時投保。
12. Shipping advice
12、裝運通知
The Seller shall, immediately on the completion of the loading of the goods, advise the Buyer by cable or letter of the contract number, name of commodity, quantity, invoiced value, gross weight, name of vessel and date of sailing. In case the Buyer fails to arrange insurance in time due to the Seller‘s not having cabled in time, all losses shall be borne by the Seller.
貨物一俟全部裝船,賣方應即將契約號、呂名、數量、發票金額、毛重、船名及啟航日期用電報或信件通知買方。如因賣方未能及時通知致使買方不能及時投保,賣方則承擔全部損失。
13. Guarantee of quality
13、質量保證
The Seller guarantees that the commodity hereof is made of the best materials with first class workmanship, brand new, unused, and complies with the quality and specifications stipulated in this contract. The guarantee period shall be 12 (twelve) months staring from the date on which the commodity arrives at the port of destination.
賣方保證:所供貨物由最好的材料及精湛工藝製成,商標為新的和未經使用的,其質量和規格符合本契約所做的說明。自貨物到達目的港起12個月為質量保證期。
14. Claims
14、索賠
Except those claims for which the insurance company or the owners of the vessel are liable, should the quality, specifications or quantity be found not in conformity with the stipulations of the contract, within 90 (ninety) days after the arrival of the goods at destination, the Buyer can use the Inspection Certificate issued by China National Import and Export Commodities Inspection Corporation to claim for replacement as compensation. All the expenses incurred (such as inspection charges, freight charges for returning and sending of replacement, insurance premium, storage, loading and unloading charges) shall be borne by the Seller.
自貨物到達目的港起90天內,如發現貨物質量、規格、數量與契約規定不符,除那些應由保險公司或由船方承擔的部分外,買方可憑中國進出口商品檢驗總公司出具的商檢證書,有權要求更換或索賠。
In regard to quality, the Seller shall guarantee that if, within 12 (twelve) from the date of arrival of the goods at destination, damages occur in the course of operation by reason of inferior quality of material or bad workmanship, the Buyer shall immediately notify the Seller in writing and put forward a certificate issued by the CCIC. The certificate so issued shall be accepted as the base of the claim. The Seller, in accordance with the Buyer‘s claim, shall be responsible for the immediate elimination of the defects, complete or partial replacement of the commodity, or devaluate the commodity according to the state of defects. Where necessary, the Buyer may eliminate the defects themselves at the Seller’s expenses. If the Seller fails to reply within on month after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Seller.
賣方保證,貨物到達目的港12個 月內,如果使用過程中由於材料質量低劣和工藝不佳而出現的損壞,買方立即以書面形式通知賣方並出具中國進出口商品檢驗總公司開列的檢驗證書,提出索賠。商 檢證書為索賠的依據。按買方索賠要求,賣方有責任立即排除貨物的缺陷、全部或部分更換或根據缺陷情況將貨物作降價處理。
15. Force Majeure
15、不可抗力
The Seller shall not be held responsible for delay in shipment or non-delivery of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading. The Seller shall advise the Buyer of the occurrence mentioned above within 15 (fifteen) days and send by airmail a certificate of the incident issued by the local government to the Buyer. Even in such cases, the Seller is still liable to take all possible measures to expedite the delivery of goods.
在貨物製造和裝運過程中,由於發生不可抗力事故致使延期交貨或不能交貨,賣方概不負責。賣方在不可抗力事件發生後,應立即通知買方並在事發14天內,將事故發生所在地當局簽發的證書航空郵寄給買方以作證據。即使在此情況下,賣方仍有責任採取必要的措施,儘快交貨。
Should the Seller fails to perform the contracted obligations 10 (ten) weeks after the aforesaid incident, the Buyer shall have the right to treat the contract as null and void.
不可抗力事故發生後超過10個星期而契約尚未履行完畢,買方有權撤銷契約。
16. Late delivery and penalty
16、契約延期和罰款
Should the Seller fail to make delivery within the contracted period for reasons other than Force Majeure specified in Clause 15 hereof, the Buyer may accept the postponement on condition that the Seller agrees to pay a penalty which shall be deducted by the paying bank from the agreed amount of payment. The penalty, however, shall not exceed 5% (five percent) of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.55(zero point five percent) for every seven days, odd days less than seven days should be counted as seven days. In case the Seller fails to make delivery ten weeks later than the shipment stipulated in the contract, the Buyer shall have the right to cancel the contract. The Seller, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyer without delay.
除本契約第15條所述不可抗力原因外,賣方如不能按契約規定如期交貨,並同意支付罰金,買方可同意延期交貨,付款銀行相應減少議定的支付金額,但罰款不得超過遲交貨物總額的5%。賣方如逾期10個星期仍不能交貨,買方有權撤銷本契約。儘管契約已撤銷,但賣方仍應如期支付上述罰金。
17. Arbitration
17、仲裁
All deputes in connection with this contract or the execution thereof shall be settled through friendly consultations. Should no settlement be reached, the case may then be submitted for arbitration to the Foreign Economic and Trade Arbitration Commission of the CCPIT in accordance with the rules and procedures of the said Arbitration Commission. The arbitration shall take place in 15 (fifteen) days. The decision of the Arbitration Commission shall be final and binding on both Parties. The arbitration fee shall be borne by the losing Party. The arbitration may also be settled in a third country mutually agreed upon by both Parties.
凡與本契約有關或因執行本契約而發生的一切糾紛,應通過友好協商解決,如果協商不能解決,則可提交中國國際貿易促進委員會對外經濟貿易仲裁委員會並根據該會仲裁法則和程式進行仲裁。仲裁將在15天內進行,仲裁裁決為最終裁決,對雙方都有約束力。仲裁費用由敗訴方承擔。仲裁也可在雙方都能接受的第三國進行。
18. Special provisions
18、附加條款
In witness thereof, this contract is signed by both Parties in two original copies; each Party shall keep one copy.
本契約一式兩份,雙方簽字劃押,各執一份,特此證明。
The Buyer: Zhonghua International Technology Corporation
買方:中華國際技術開發公司
The Seller: Field Emission Corp.
賣方:菲爾德·埃米森公司
英文契約模板集錦 篇13
編號: no:
日期: date :
簽約地點: signed at:
賣方:sellers:
地址:address: 郵政編碼:postal code:
電話:tel:傳真:fax:
買方:buyers:
地址:address: 郵政編碼:postal code:
電話:tel:傳真:fax:
買賣雙方同意按下列條款由賣方出售,買方購進下列貨物:
the sellers agrees to sell and the buyer agrees to buy the undermentioned goods on the terms and conditions stated below:
1 貨號article no.
2 品名及規格description&specification
3 數量 quantity
4 單價unit price
5 總值:
數量及總值均有_____%增減,由賣方決定。
total amount
with _____% more or less both in amount and quantity allowed at the sellers option.
6 生產國和製造廠家country of origin and manufacturer
7 包裝:packing:
8 嘜頭:shipping marks:
9 裝運期限:time of shipment:
10 裝運口岸:port of loading:
11 目思的口岸:port of destination:
12 保險:由賣方按發票全額110%投保至_____為止_____險。
insurance:to be effected by buyers for 110% of full invoice value covering _____ up to _____ only.
13 付款條件:
買方須於_____年_____月_____日將保兌,不可撤銷,可轉讓可分割即期信用證開到賣方。 信用證議付有效期延至上列裝運期後15天在中國到期,該信用證中必須註明允許分運及轉運。
payment:
by confirmed, irrevocable, transferable and divisible l/c to be available by sight draft to reach the sellers before ___/___/_____ and to remainvalid for ingotiation in china until 15 days after the aforesaid time of shipment. tje l/c must specify that transhipmeent and partial shipments are allowed.
14 單據:documents:
15 裝運條件:terms of shipment:
16 品質與數量、重量異義與索賠:quality/quantity discrepancy and claim:
英文契約模板集錦 篇14
篇一:外籍員工僱傭契約--中英文
編號(No.)
僱傭契約
Employment Contract
甲方:北京深白色文化傳播有限公司
Party A:乙方Party B:
簽訂日期Date::
甲方:北京深白色文化傳播有限公司
Party A:地址:北京市西城區廣安門南街80號中加大廈
Address:
乙方Party B:
性別Gender:___
國籍Nationality:
護照號碼Passport No.:_____________________
在京居住地址Address (Beijing):
聯繫方式Contact:______________________________________
其他緊急聯絡人Contact person in case of emergency:
甲、乙雙方遵循合法公平、平等自願、協商一致、誠實信用的原則,簽訂本契約,並承諾共同遵守。
Party A and Party B agree to sign this contract and pledge to fulfill all the obligations stipulated hereinafter, in line with the principles of legality, justice, equality, voluntariness and mutual agreement.
一、 僱傭期限
ⅠEmployment term
僱傭期限為1年,自20xx年7月1日起至20xx年6月30日止,其中試用期為1月,自20xx年7月1日起至20xx年8月1日止。
The employment term is1 year, lasting from 1stJul 20xx to 30th Jun 20xx. The probation period is one month, lasting from 1stJul 20xx to 1stAug 20xx.
二、 僱傭內容及工作時間
ⅡContent and working hours
2.1 甲方根據工作需要,安排乙方完成以下內容的工作任務:
Party A gives Party B the following work assignments according to its operating requirements:
工作內容Job responsibilities:廚師Chef
工作地點Place:北京Beijing
2.2 工作時間:乙方每日工作時間不超過9小時,平均每周工作不超過40小時,每周休息日為周日。甲方安排乙方延長工作時間,應安排乙方同等時間補休或依法支付加班酬勞。
Party B works no more than 9 hours per day, no more than 54 hours per week; The Sunday is set as the official weekly rest days. Party A may extend Party’s B’s working hours on the basis of mutual agreement, and party B shall get corresponding deferred holidays or paid for the extended work hours in accordance with relevant laws and regulations.
三、 報酬及其他福利
ⅢRemuneration and other welfare benefits
3.1 乙方的報酬為稅前6500元/月,大寫: 陸仟伍佰元
乙方在試用期期間的報酬為稅前5000元/月,大寫 :伍仟元
Party B’s salary is RMB 6500 Yuan(Six Thousand Five Hundred Yuan) per month, in the probationary period,The salary is RMB 5000(FiveThousand Yuan).
試用期過後,甲方將每月利潤的2%作為分紅支付給乙方,直到乙方離職。
After the probation,Party A shall pay 2% of profit to Party B as bonus in every mouth until Party B untilParty
B is no longer work in Party A.
試用期過後,甲方為乙方提供住房補助¥500.00元/月(伍佰元人民幣每月)
After the probation, Party A shall provide Party B with a monthly housing allowance of RMB500.00.
甲方將每天給予乙方20元人民幣,作為鑑證費補助。
Party A shall pay Party B RMB 20 every day for Visa fee.
3.2 甲方應於每月8號以貨幣或轉帳形式足額支付乙方上述報酬。如遇節假日或休息日,應提前到最近的工作日支付,如因特殊原因延期支付報酬的.,甲方應在五個工作日內向乙方說明原因。
Party A shall pay salary to Party B before the 8th day of every month in the form of cash or bank-transfer. If the 8th day of the month falls in the weekend or holiday, the payment shall be brought forward to the nearest weekday. Party A shall inform Party B and explain the detailed reason within 5 work days in case Party A fails to pay the salary due to special reasons.
3.3 甲方可根據生產經營的狀況或乙方任務量和工作表現,適時調整乙方的報酬。
Party A can adjust Party B’s salary according to its operating conditions, Party B’s workload and performance.
3.4 當乙方的工作任務發生變化時,甲方可按規定調整其相應的報酬。乙方接受新的工作任務後,即視作接受甲方按照該工作任務重新確定的報酬。
Party B’s labor remuneration will be adjusted in case Party A adjusts Party B’s job responsibilities. Accepting thenew position is regarded as accepting the adjusted salary.
3.5 乙方應遵守國家及地方的稅法制度,自行繳納其個人收入的個人所得稅,甲方無義務為其代繳。
Party B shall pay personal income tax voluntarily according to the state’s tax law. Party A doesn’t shoulder the responsibility to withhold and remit taxes for Party B.
3.6若病假連續超過三天,公司支付三天基本工資的一半。超過三天的部分則按現行照法定病金支付。若病假持續,符合社會保障部法定病金的相關規定,則從病假的第一天起,公司只支付法定病金,所有的病假都應有醫學證明。
Party B sick leave exceeds three days in one continuous period the Employer will pay at half your basic rate the first three days. Thereafter pay will be at the current rate of Statutory Sick Pay. Where periods of incapacity are linked, as laid down in DSS Statutory Sick Pay regulations, you will only receive Statutory Sick Pay at the current rate from the first day of incapacity.All leave due to sickness must be supported by a bona fide medical certificate.
四、 僱傭契約的解除和終止
ⅣContract Cancellation and Termination
4.1 契約期滿雙方不再續簽或者雙方約定的契約終止條件出現時,僱傭契約即終止。
This contract shall be terminated once it expires and both parties do not extend the contract.
4.2 經契約雙方當事人協商一致,本契約可以解除。
The contract may be canceled based on both parties’ mutual negotiation.
4.3 乙方應遵守中國的法律、法規及有關規定,乙方如違反上述規定,甲方有權即時解除契約;乙方因健康原因,經醫生證明連續病休15工作日後仍不能繼續工作,甲方有權提前終止契約。
Party B should abide by China laws, decrees and related regulations and Party A’s working systems. During the duration, Party A is entitled to cancel the contract in case Party B violates China laws and decrees, and terminate the contract before expiration in case Party B cannotresume his or her work for health reasons after the medical certification of continuous sick rest for 15 working days.
4.4 乙方因歸國或其他私人原因未正常出勤且超過十天且未向甲方做出書面說明的,本契約自動終止。 The contract will automatically terminate in case Party B is absent for over 10 days without written explanation due to homecoming or other private reasons.
4.5 乙方被證明無法完成本契約項下的工作任務,甲方有權隨時解除本契約。
In case Party B is proved to be not competent for the work under the contract, Party A is entitled to cancel the contract at any time.
4.6 乙方應嚴格遵守甲方的工作規定以及規章制度,盡職盡責,否則,甲方有權隨時解除契約並追究因此而造成的經濟損失,並有權對所造成的經濟損失在乙方的報酬中作相應扣除。
Party B should abide by Party A’s working systems, rules and regulations. Otherwise, Party A is entitled to cancel the contract and claim a corresponding compensation of any economic loss from Party B’s payment.
4.7 乙方有權提前30 日以書面形式通知甲方解除本契約,在試用期內提前3日通知甲方即可解除。
Party B should inform Party A in written form 30 days in advance for canceling the contract, and 3 days in advance during the probation period.
五、其他事項
Ⅴ Others
5.1 其他未盡事宜,雙方可參照甲方公司內部的相關規章制度執行。
Other items not stipulated by the two parties can be implemented according to the internal rules and regulations of Party A.
5.2 甲乙雙方均應遵守本契約之約定,任何一方違約,非違約方均有權要求違約方承擔相應的損失。
The two parties should abide by the contract. In case one party tears up the contract, the other party has the right to require the defaulting party to undertake corresponding loss.
5.3 甲乙雙方在本契約的執行中如有爭議,可協商解決。
For disputes during the execution of the contract, the two parties can settle them through negotiations.
5.4 本契約分為中英兩種文本,每種文本具有相同的法律效力;如兩種文本產生衝突,則中文文本為作準文本。
The contract has two versions in Chinese and in English. The twocopies are equally authentic. In case any dispute happens, the Chinese version shall prevail.
5.5 本契約一式兩份,甲、乙雙方各執一份,每份具有同等法律效力。本契約經甲、乙雙方簽字蓋章後生效。
The contract is in duplicate, held by Party A and Party B respectively. The twocopies are equally authentic. The contract comes into effect upon signatures or seals of both parties.
甲方:(北京)有限公司乙方(簽字):
Party A: Technical Consulting Party B (Signature):
(Beijing) Co., Ltd.
授權代表:
Authorized Representative:
簽訂日期Date:簽訂日期Date:
篇二:外籍員工僱傭契約--中英文10.10.25
編號(No.)
僱傭契約
Employment Contract
甲 方:(北京)有限公司
Party A:
乙 方Party B:
簽訂日期Date::
甲方:(北京)有限公司
Party A:
地址:北京市朝陽區
Address:
乙方Party B:
性別Gender:___
國籍Nationality:
護照號碼Passport No.:_____________________
在京居住地址Address (Beijing):
聯繫方式Contact:_________________________ _________ ____
其他緊急聯絡人Contact person in case of emergency:
甲、乙雙方遵循合法公平、平等自願、協商一致、誠實信用的原則,簽訂本契約,並承諾共同遵守。
Party A and Party B agree to sign this contract and pledge to fulfill all the obligations stipulated hereinafter, in line with the principles of legality, justice, equality, voluntariness and mutual agreement.
一、 僱傭期限
Ⅰ Employment term
僱傭期限為___ __年,自______年__ _月__ _日起至______年__ _月__日止,其中試用期為_____
個月,自______年__ _月___日起至______年___月__ 日止。
The employment term is ________year(s), lasting from _______________ to ___________. The probation period is __________month(s), lasting from ___________ to ______________.
二、 僱傭內容及工作時間
Ⅱ Content and working hours
2.1 甲方根據工作需要,安排乙方完成以下內容的工作任務:
Party A gives Party B the following work assignments according to its operating requirements:
工作內容Job responsibilities: 工作地點Place:北京 Beijing
2.2 工作時間:乙方每日工作時間不超過8小時,平均每周工作不超過40小時,每周休息日為周六、日。甲方安排乙方延長工作時間,應安排乙方同等時間補休或依法支付加班酬勞。
Party B works no more than 8 hours per day, no more than 40 hours per week, and Saturday and Sunday are set as the official weekly rest days. Party A may extend Party’s B’s working hours on the basis of mutual agreement, and party B shall get corresponding deferred holidays or paid for the extended work hours in accordance with relevant laws and regulations.
三、 報酬及其他福利
Ⅲ Remuneration and other welfare benefits
3.1 乙方的報酬為稅前__________ 元/月 ,大寫:
乙方在試用期期間的報酬為稅前_____ ____元/月,大寫:
Party B’s salary is RMB _per month in the probationary period and RMB after the probationary period.
試用期過後,甲方為乙方提供住房補助¥5000.00元/月(伍千元人民幣每月),甲方憑乙方出具的租房發票報銷,報銷時間在每月的8號。如遇節假日或休息日,應提前到最近的工作日支付,如因特殊原因延期支付報酬的,甲方應在五個工作日內向乙方說明原因。
After the probation, Party A shall provide Party B with a monthly housing allowance of RMB5,000.00. Party A shall provide the invoice of rent payment for reimbursement. The monthly date for reimbursement is on the 8th day of each month. If the 8th day of the month falls in the weekend or holiday, the payment shall be brought forward to the nearest weekday. Party A shall inform Party B and explain the detailed reason within 5 work days in case Party A fails to pay the salary due to special reasons.
3.2 甲方應於每月8號以貨幣或轉帳形式足額支付乙方上述報酬。如遇節假日或休息日,應提前到最近的工作日支付,如因特殊原因延期支付報酬的,甲方應在五個工作日內向乙方說明原因。
Party A shall pay salary to Party B before the 8 day of every month in the form of cash or bank-transfer. If the 8th day of the month falls in the weekend or holiday, the payment shall be brought forward to the nearest weekday. Party A shall inform Party B and explain the detailed reason within 5 work days in case Party A fails to pay the salary due to special reasons.
3.3 甲方可根據生產經營的狀況或乙方任務量和工作表現,適時調整乙方的報酬。
Party A can adjust Party B’s salary according to its operating conditions, Party B’s workload and performance.
3.4 當乙方的工作任務發生變化時,甲方可按規定調整其相應的報酬。乙方接受新的工作任務後,即視作接受甲方按照該工作任務重新確定的報酬。
Party B’s labor remuneration will be adjusted in case Party A adjusts Party B’s job responsibilities. Accepting the new position is regarded as accepting the adjusted salary. th
3.5 乙方應遵守國家及地方的稅法制度,自行繳納其個人收入的個人所得稅,甲方無義務為其代繳。
Party B shall pay personal income tax voluntarily according to the state’s tax law. Party A doesn’t shoulder the responsibility to withhold and remit taxes for Party B.
3.6 乙方在契約期內享受中國法律規定的節日,公休假日,另外公司每年為其提供5天的帶薪休假。
Party B is entitled with all legal holidays in accordance with the state’s regulations, In addition, Party B enjoys a paid leave of 5 days each year.
四、 僱傭契約的解除和終止
Ⅳ Contract Cancellation and Termination
4.1 契約期滿雙方不再續簽或者雙方約定的契約終止條件出現時,僱傭契約即終止。
This contract shall be terminated once it expires and both parties do not extend the contract.
4.2 經契約雙方當事人協商一致,本契約可以解除。
The contract may be canceled based on both parties’ mutual negotiation.
4.3 乙方應遵守中國的法律、法規及有關規定,乙方如違反上述規定,甲方有權即時解除契約;乙方因健康原因,經醫生證明連續病休15工作日後仍不能繼續工作,甲方有權提前終止契約。
Party B should abide by China laws, decrees and related regulations and Party A’s working systems. During the duration, Party A is entitled to cancel the contract in case Party B violates China laws and decrees, and terminate the contract before expiration in case Party B cannot resume his or her work for health reasons after the medical certification of continuous sick rest for 15 working days.
4.4 乙方因歸國或其他私人原因未正常出勤且超過十天且未向甲方做出書面說明的,本契約自動終止。 The contract will automatically terminate in case Party B is absent for over 10 days without written explanation due to homecoming or other private reasons.
4.5 乙方被證明無法完成本契約項下的工作任務,甲方有權隨時解除本契約。
In case Party B is proved to be not competent for the work under the contract, Party A is entitled to cancel the contract at any time.
4.6 乙方應嚴格遵守甲方的工作規定以及規章制度,盡職盡責,否則,甲方有權隨時解除契約並追究因此而造成的經濟損失,並有權對所造成的經濟損失在乙方的報酬中作相應扣除。
Party B should abide by Party A’s working systems, rules and regulations. Otherwise, Party A is entitled to cancel the contract and claim a corresponding compensation of any economic loss from Party B’s payment.
4.7 乙方有權提前30 日以書面形式通知甲方解除本契約,在試用期內提前3日通知甲方即可解除。
Party B should inform Party A in written form 30 days in advance for canceling the contract, and 3 days in advance during the probation period.
五、其他事項
Ⅴ Others
5.1 其他未盡事宜,雙方可參照甲方公司內部的相關規章制度執行。
Other items not stipulated by the two parties can be implemented according to the internal rules and regulations of Party A.
5.2 甲乙雙方均應遵守本契約之約定,任何一方違約,非違約方均有權要求違約方承擔相應的損失。
The two parties should abide by the contract. In case one party tears up the contract, the other party has the right to require the defaulting party to undertake corresponding loss.
5.3 甲乙雙方在本契約的執行中如有爭議,可協商解決。
For disputes during the execution of the contract, the two parties can settle them through negotiations.
5.4 本契約分為中英兩種文本,每種文本具有相同的法律效力;如兩種文本產生衝突,則中文文本為作準文本。
The contract has two versions in Chinese and in English. The two copies are equally authentic. In case any dispute happens, the Chinese version shall prevail.
5.5 本契約一式兩份,甲、乙雙方各執一份,每份具有同等法律效力。本契約經甲、乙雙方簽字蓋章後生效。
The contract is in duplicate, held by Party A and Party B respectively. The two copies are equally authentic. The contract comes into effect upon signatures or seals of both parties.
甲方:(北京)有限公司 乙方(簽字):
Party A: Technical Consulting Party B (Signature):
(Beijing) Co., Ltd.
授權代表:
Authorized Representative:
簽訂日期Date: 簽訂日期Date:
篇三:專業--外籍員工僱傭契約--中英文
編號(No.)
僱傭契約
Employment Contract
甲 方:*有限公司
Party A:乙 方Party B:
簽訂日期Date::
甲方:(有限公司
Party A:地址:
Address:
乙方Party B:
性別Gender:___
國籍Nationality:
護照號碼Passport No.:_____________________
在京居住地址Address (Beijing):
聯繫方式Contact:_________________________ _____________
其他緊急聯絡人Contact person in case of emergency:
甲、乙雙方遵循合法公平、平等自願、協商一致、誠實信用的原則,簽訂本契約,並承諾共同遵守。
Party A and Party B agree to sign this contract and pledge to fulfill all the obligations stipulated hereinafter, in line with the principles of legality, justice, equality, voluntariness and mutual agreement.
一、 僱傭期限
Ⅰ Employment term
僱傭期限為_____年,自______年___月___日起至______年___月__日止,其中試用期為_____個月,自______年月日起至______年月
The employment term is ________year(s), lasting from _______________ to ___________. The probation period is __________month(s), lasting from ___________ to ______________.
二、 僱傭內容及工作時間
Ⅱ Content and working hours
2.1 甲方根據工作需要,安排乙方完成以下內容的工作任務:
Party A gives Party B the following work assignments according to its operating requirements:
工作內容Job responsibilities:
工作地點Place: 北京 Beijing
2.2 工作時間:乙方每日工作時間不超過8小時,平均每周工作不超過40小時,每周休息日為周六、日。甲方安排乙方延長工作時間,應安排乙方同等時間補休或依法支付加班酬勞。
Party B works no more than 8 hours per day, no more than 40 hours per week, and Saturday andSunday are set as the official weekly rest days. Party A may extend Party’s B’s working hours on the basis of mutual agreement, and party B shall get corresponding deferred holidays or paid for the extended work hours in accordance with relevant laws and regulations.
三、 報酬及其他福利
Ⅲ Remuneration and other welfare benefits
3.1 乙方的報酬為稅前__________ 元/月 ,大寫:
乙方在試用期期間的報酬為稅前_________元/月,大寫:
Party B’s salary is RMB _per month in the probationary period and RMB after the probationary period.
試用期過後,甲方為乙方提供住房補助¥5000.00元/月(伍千元人民幣每月),甲方憑乙方出具的租房發票報銷,報銷時間在每月的8號。如遇節假日或休息日,應提前到最近的工作日支付,如因特殊原因延期支付報酬的,甲方應在五個工作日內向乙方說明原因。
After the probation, Party A shall provide Party B with a monthly housing allowance of RMB5,000.00. Party A shall provide the invoice of rent payment for reimbursement. The monthly date for reimbursement is on the 8th day of each month. If the 8th day of the month falls in the weekend or holiday, the payment shall be brought forward to the nearest weekday. Party A shall inform Party B and explain the detailed reason within 5 work days in case Party A fails to pay the salary due to special reasons.
3.2 甲方應於每月8號以貨幣或轉帳形式足額支付乙方上述報酬。如遇節假日或休息日,應提前到最近的工作日支付,如因特殊原因延期支付報酬的,甲方應在五個工作日內向乙方說明原因。
Party A shall pay salary to Party B before the 8th day of every month in the form of cash or bank-transfer. If the 8th day of the month falls in the weekend or holiday, the payment shall be brought forward to the nearest weekday. Party A shall inform Party B and explain the detailed reason within 5 work days in case Party A fails to pay the salary due to special reasons.
3.3 甲方可根據生產經營的狀況或乙方任務量和工作表現,適時調整乙方的報酬。
Party A can adjust Party B’s salary according to its operating conditions, Party B’s workload and performance.
3.4 當乙方的工作任務發生變化時,甲方可按規定調整其相應的報酬。乙方接受新的工作任務後,即視作接受甲方按照該工作任務重新確定的報酬。
Party B’s labor remuneration will be adjusted in case Party A adjusts Party B’s job responsibilities. Accepting thenew position is regarded as accepting the adjusted salary.
3.5 乙方應遵守國家及地方的稅法制度,自行繳納其個人收入的個人所得稅,甲方無義務為其代繳。
Party B shall pay personal income tax voluntarily according to the state’s tax law. Party A doesn’t shoulder the responsibility to withhold and remit taxes for Party B.
3.6 乙方在契約期內享受中國法律規定的節日,公休假日,另外公司每年為其提供5天的帶薪休假。
Party B is entitled with all legal holidays in accordance with the state’s regulations, In addition, Party B enjoys a paid leave of 5 days each year.
四、 僱傭契約的解除和終止
Ⅳ Contract Cancellation and Termination
4.1 契約期滿雙方不再續簽或者雙方約定的契約終止條件出現時,僱傭契約即終止。
This contract shall be terminated once it expires and both parties do not extend the contract.
4.2 經契約雙方當事人協商一致,本契約可以解除。
The contract may be canceled based on both parties’ mutual negotiation.
4.3 乙方應遵守中國的法律、法規及有關規定,乙方如違反上述規定,甲方有權即時解除契約;乙方因健康原因,經醫生證明連續病休15工作日後仍不能繼續工作,甲方有權提前終止契約。
Party B should abide by China laws, decrees and related regulations and Party A’s working systems. During the duration, Party A is entitled to cancel the contract in case Party B violates China laws and decrees, and terminate the contract before expiration in case Party B cannotresume his or her work for health reasons after the medical certification of continuous sick rest for 15 working days.
4.4 乙方因歸國或其他私人原因未正常出勤且超過十天且未向甲方做出書面說明的,本契約自動終止。 The contract will automatically terminate in case Party B is absent for over 10 days without written explanation due to homecoming or other private reasons.
4.5 乙方被證明無法完成本契約項下的工作任務,甲方有權隨時解除本契約。
In case Party B is proved to be not competent for the work under the contract, Party A is entitled to cancel the contract at any time.
4.6 乙方應嚴格遵守甲方的工作規定以及規章制度,盡職盡責,否則,甲方有權隨時解除契約並追究因此而造成的經濟損失,並有權對所造成的經濟損失在乙方的報酬中作相應扣除。
Party B should abide by Party A’s working systems, rules and regulations. Otherwise, Party A is entitled to cancel the contract and claim a corresponding compensation of any economic loss from Party B’s payment.
4.7 乙方有權提前30 日以書面形式通知甲方解除本契約,在試用期內提前3日通知甲方即可解除。
Party B should inform Party A in written form 30 days in advance for canceling the contract, and 3 days in advance during the probation period.
五、其他事項
Ⅴ Others
5.1 其他未盡事宜,雙方可參照甲方公司內部的相關規章制度執行。
Other items not stipulated by the two parties can be implemented according to the internal rules and regulations of Party A.
5.2 甲乙雙方均應遵守本契約之約定,任何一方違約,非違約方均有權要求違約方承擔相應的損失。
The two parties should abide by the contract. In case one party tears up the contract, the other party has the right to require the defaulting party to undertake corresponding loss.
5.3 甲乙雙方在本契約的執行中如有爭議,可協商解決。
For disputes during the execution of the contract, the two parties can settle them through negotiations.
5.4 本契約分為中英兩種文本,每種文本具有相同的法律效力;如兩種文本產生衝突,則中文文本為作準文本。
The contract has two versions in Chinese and in English. The twocopies are equally authentic. In case any dispute happens, the Chinese version shall prevail.
5.5 本契約一式兩份,甲、乙雙方各執一份,每份具有同等法律效力。本契約經甲、乙雙方簽字蓋章後生效。
The contract is in duplicate, held by Party A and Party B respectively. The twocopies are equally authentic. The contract comes into effect upon signatures or seals of both parties.
甲方:(北京)有限公司乙方(簽字):
Party A: Technical Consulting Party B (Signature):
(Beijing) Co., Ltd.
授權代表:
Authorized Representative:
英文契約模板集錦 篇15
FIB PURCHASE CONTRACT
買方:
The Buyer: Co.,ltd
地址:
Add:
Tel:
Fax:
The Seller:
Add:
TEL:
Fax:
1. 本契約由買賣雙方訂立,根據本契約規定的條款,買方同意購買,賣方同意出售下述商品:
This Contract is made by and between the Buyer and the Seller where by the Buyer agrees to buy and the Seller agrees to sell the under-mentioned commodity according to the terms and conditions stipulated below:
CIF terms as per Incoterms 20xx
CIF條款按《20xx年國際貿易術語解釋通則》規定
2. 製造國別和廠商 COUNTRY OF ORIGIN AND MANUFACTURERS:
3. 運輸方式:MEANS OF TRANSPORTATION
空運運輸至成都
The shipment shall be made by air in container to CHENGDU port
4. 交貨期限TERM OF DELIVERY:
簽訂契約後4至6周內交貨.Allow 4-6 weeks for delivery after contract signed.
5. 出運口岸 PORT OF SHIPMENT:
Antwerp 安特衛普
6. 包裝:PACKING:
包裝為牢固的新木箱,適合長途運輸,防濕、防鏽、耐搬運。由於包裝不良所發生的損失,由於採用不充分或不妥善的防護措施而造成的任何銹損,賣方應負擔由此而產生的一切費用. 木質包裝須經熱處理並附有IPPC 標誌。
To be adequately packed in new strong wooden cases suitable for long distance transportation and well protected against dampness, rust and rough handling. The Seller shall be liable for any damage to the goods on account of improper
packing and for any rust damage attributable to inadequate or improper protective measures taken by the Seller, and in such case or cases any and all expenses incurred in consequence there of shall be borne by the Seller. The wooden packages must be heat treated and bear “IPPC” sign on the surface.
7. 運輸標誌: SHIPPING MARK:
賣方應在每件包裝上用不退色油墨標刷: 箱號,外形尺寸,毛重以及“切勿受潮”等英文字樣,並注有下列運輸標誌: The Seller shall mark on each package with fadeless paint the package number, gross weight, measurement and the wordings: "KEEP AWAY FROM MOISTURE" etc. and the shipping mark: 8.付款條件 TERMS OF PAYMENT:
電匯付款:在發貨前收到賣方提供的發貨通知、發票、裝箱單掃描件,通過電匯的方式支付契約金額的100% () By T/T: 100% of the contract value(EUR)will be paid by T/T before shipment when the buyer get the copys of delivery note、invoice and packing list.
9.發貨時,賣方應將以下清關單據與貨物一起裝運,運交買方.One complete documents of customs clearance shall be packedand delivered together with consignment
(1) 運輸單據,一份正本兩份副本。運輸單據上要注有“運費已付”、契約號和嘜頭。
Transport Document in one original and two copies marked "Freight Prepaid", contract number and shipping marks.
(2) 商業發票。3份手簽原件,並顯示契約號、信用證號和嘜頭。 契約號 Contract No: 日期 Date:
Manually signed commercial invoice in 3 originals indicating the Contract number, L/C number, shipping marks.
(3) 保險單或保險證明書2份,註明投保一切險。Insurance policy or certificate in 2copies, covering all risks.
(4) 由製造商簽發的裝箱單一份原件兩份複印件。Packing list issued by the Manufacturer in 1 original and 2 copies.
(5) 由製造商簽發的質量證明書一份原件一份複印件。Certificate of Quality issued by the Manufacturer in 1 original and 1 copy.
(6) 由製造商簽發的數量證明書一份原件一份複印件。Certificate of Quantity issued by the Manufacturer in 1 original and 1
copy.
(7) 在貨物裝運後,由賣方通知買方裝運內容的傳真複印件一份。A copy of fax to the Buyer advising particulars of shipment
immediately after shipment is made.
(8) 製造商簽發的原產地證明一份Certificate of Country of Origin issued by manufacturer in one original.
(9) 由製造商出具的木質包裝已經熱處理並帶有IPPC標識的證明原件一份。
Manufacturer’s statement wood meets and is stamped with IPPC mark. in one original.
10. 技術資料:TECHNICAL DOCUMENTS:
發貨時,賣方應將英文技術資料一整套與貨物一起裝運,運交買方.
One complete set of the technical documents written in English shall be packed and delivered together with consignment.
11.裝運通知:SHIPPING ADVICE:
貨物全部裝倉後, 賣方應立即將契約編號、商品名稱、數量、毛重、發票金額、快遞公司名稱及快遞單號通知買方。
Immediately the goods are completely loaded, the Seller shall cable to notify the Buyers of the Contract number, name of commodity, quantity, gross weight, invoiced value, name of the express company and the number of the express.
12. 交貨延遲: DELAY DELIVERY:
如果出現延遲交貨,賣方應按照每延遲一天支付契約金額的1‰的標準向買方支付罰金。但此罰金不得超過遲交貨物總價的 5% ;如果該延遲達到三十天,並且買方未給予寬限期限,則買方有權利撤銷該契約,賣方需支付契約金額的3%作為罰 金,並在三個工作日內全額退款。
In case that a delay of goods delivery occurs, Seller shall pay 1‰ of the contract price of delayed equipment as penalty for every
single day’s delay. The penalty, however, shall not exceed 5% of the contract amount. If a delay delivery lasts more than 30 days (include 30 days) without the grace period Buyer may grant, Buyer shall have the right to cancel this Contract, The Seller shall pay a penalty of 3% of the contract amount and provide a fullrefund within 3 working days.
13. 質量保證和智慧財產權保證: GUARANTEE OF QUALITY & PATENT
賣方保證所訂設備系用最好的材料和工藝製造,全新的未曾使用過的並完全符合本契約規定的質量規格要求。質量保證期
為驗收日起的十二個月或貨物運至目的地之日起的十五個月, 取短者。
The Seller guarantee that the commodity hereof is made of the best materials with first class workmanship, brand new,
unused and complies in all respects with the quality and specifications stipulated in this Contract. The guarantee period
shall be twelve (12) months counting from the date of final acceptance of the contracted equipment or fifteen (15) months counting from the date on which the commodity arrives at the place of destination, whichever occurs the sooner.
賣方應賠償買方由於賣方銷售的產品侵犯他人專利、外觀設計、商標、著作權等智慧財產權而使買方遭受的各種損失(包括由此而產生的訴訟費用)。
The Seller shall compensate and hold the Buyer harmless from and against all claims, liabilities, damages, losses, costs and expenses (including legal fees) pertaining to infringement or alleged infringement of any patent, registered design,
trade mark, service-mark, copyright or other intellectual property rights which arise from the goods supplied hereunder or any use or resale by the Buyer of such goods.
14. 檢驗和索賠 CLAIMS:
在貨物到達目的港90天內,如發現質量、數量或規格不符合契約的條款,買方將有權根據中國商品檢驗局簽發的檢驗證書向賣方索賠。
Within ninety (90) days after the arrival of the goods at the port of destination, should the quality, specification, or quantity of the contracted equipment be found not in conformity with the stipulations of the Contract, the Buyer shall on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim against the Seller. 賣方將在第13條規定的質保期內保證質量,一旦出現貨物無論任何原因引起的缺陷,包括專利和內在缺陷或使用不良的材質,買方將立即以書面形式通知賣方並以中國商品檢驗局簽署的檢驗證書為準提出索賠。
The Seller shall guarantee that if within the guarantee period stipulated in Articles 13, defective occurred by any reason including patent and latent defects or the use of inferior materials, the Buyer shall immediately notify the Seller in writing and put forward a claim supported by Inspection Certificate issued by the China Commodity Inspection Bureau.
賣方收到買方索賠通知後,如果在三十天內不答覆,應視為賣方同意買方提出的一切索賠。
Any and all claims shall be regarded as accepted if the Seller fails to reply within 30 days after receipt of the Buyer's claim.
15. 索賠解決辦法: SETTLEMENT OF CLAIMS:
如貨物不符合本契約規定應由賣方負責;同時如買方按照本契約第14條、第13條的規定在索賠期限或質量保證期內提出索賠,賣方在取得買方同意後,應按下列方式之一理賠:
In case the Seller are liable for the discrepancies and a claim is made by the Buyers within the period of claim or quality guarantee period as stipulated in Articles 14 and Article 13 of this Contract, the Seller shall settle the claim upon the agreement of the Buyers in ONE OF the following ways:
A.同意買方退貨,並將退貨金額以成交原幣償還買方,並負擔因退貨而發生的一切費用,包括運費,保險費,商檢費,倉租,碼頭裝卸費以及為保管退貨而發生的一切其它必要費用。
a. Agree to the rejection of the goods and refund to the Buyers the value of the goods so rejected in the same currency as contracted herein, and to bear all expenses in connection therewith including freight, insurance premium, inspection charges, storage, stevedore charges and all other, necessary expenses required for the custody and protection of the rejected goods.
B. 按照貨物的疵劣程度,損壞的範圍,將貨物貶值。
b. Devaluate the goods according to the degree of inferiority, extent of damage
C. 調換有瑕疵的貨物.換貨必須全新並符合本契約規定的規格、質量和性能.賣方並負擔因此而產生的一切費用.對換貨的質量,賣方仍應按本契約第13條規定的保證期保證。
c. Replace the defective goods with new ones which conform to the specifications, quality and performance as stipulated in this Contract. The Seller shall, at the same time, guarantee the quality of the replacement goods for a further period as specified in Article 13 of this Contract.
16. 不可抗力事故 FORCE MAJEURE:
由於不可抗力原因,如戰爭、火災、水災、颱風、地震或未能取得政府許可等發生在貨物製造或運輸過程中,導致賣方交貨遲延或不能交貨時賣方不承擔責任。但賣方應在事故後的十四天內通知買方,並將事故發生地政府主管機關出具的事故證明書用空郵寄交買方,並取得買方認可。在上述情況下賣方仍應採取一切必要措施儘快交貨。如果該事故持續超過五周以上時買方將有權撤銷本契約。
The Seller shall not be held responsible for the delay in shipment or non-delivery of the goods due to Force Majeure such as war, serious fire, flood, typhoon, earthquake or failure of obtaining government approval(s) which might occur during the process of manufacturing or in the course of loading or transit. The Seller shall advise the Buyer of the occurrence mentioned above and within fourteen (14) days thereafter, the Seller shall send by airmail to the Buyer for their acceptance a certificate of the accident issued by the Competent Government Authorities where the
accident occurs as evidence thereof. Under such circumstances the Seller, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than five (5) weeks, the Buyer shall have the right to cancel the Contract.
17. 仲裁 ARBITRATION:
凡因執行本契約所發生的或與本契約有關的一切爭議,應由雙方通過友好協商予以解決。如果協商不能解決,應提交中國國際經濟貿易仲裁委員會根據中國國際經濟貿易仲裁規則在上海進行仲裁。該仲裁委員會作出的裁決是最終的,買賣雙方均受其約束。
All dispute in connection with this Contract or the execution thereof shall be settled through friendly negotiation. In case no settlement can be reached, the case may then be submitted to Shanghai International Economic and Trade Arbitration Commissio for arbitration which shall be conducted in accordance with the CIETAC's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.
18. 特別條款 SPECIAL PROVISIONS:
本契約由買方和賣方共同簽署,一式四份,買賣雙方各執兩份。本契約自雙方簽字後立即生效。附屬檔案是契約不可分割的組成部分,與契約具有同等法律效果。
This Contract is signed by both the Buyer and the Seller in four (4) copies, each side holds 2 copies. The Contract shall become effectiveness after its signing by both the Buyer and the Seller.
All the appendix of the contract are integral parts of the contract and have the same legal force as the contract.
本契約以英文和中文書寫,二種文字具有同等效力。
This Contract is written in both English and Chinese, which have equal validity.
買方Buyer 賣方Seller
Signature: Signature:
英文契約模板集錦 篇16
TENANCY AGREEMENT
出租方:
Landlord:
身份證號:
ID number:
地址:
Address:
銀行賬號:
Bank No:
承租方:
Tenant:
身份證號:
ID number:
出租方 (以下簡稱甲方)與承租方(以下簡稱乙方)於年 月日,雙方一致就以下各項條款達成協定。(本契約以中文為準)
An agreement made on the date of between the landlord(hereinafter referred to as Party A) and the tenant as Party B) is hereby mutually agreed by and between the said parties to be as
follows:
一、 租賃標的:
Tenancy:
甲方同意將 室 及其家具電器設備在良好狀態下
租給乙方,租用分戶面積總計約 平方米。家具與電器設備清單見
附屬檔案。
Party A hereby agrees to and the furniture and
electrical appliances therein in clean and tenantable condition to Party B, the size of
the leased property being Please see appendix for the list of furniture
and electrical appliances.
二、 租期:
Term of Tenancy:
2.1 租賃期為年,自年月日起至年月日止。
The above property is hereby leased for a term of year, commencing on
and expiring on 2.2 租賃屆滿,甲方有權收回全部出租房屋及家俱、電器,乙方應如期交還
(正常損耗及房屋結構上的潛在缺陷除外;返還的租賃房屋應當符合租賃房屋性質使用後的狀態),乙方如要求續租,在同等條件下享有優先續租權,須在本租約期滿前一個月向甲方提出書面申請,租金和租期雙方另行協商。
On expiry of this lease, Party A has the right to take back the leased property with furniture and electrical appliances in full, and Party B must deliver the leased property on the date of expiry (fair wear and tear, structural and inherent defeats excepted). After the leasing term, the apartment has to maintain the reasonable condition. If Party B wishes to extend the lease, Party B shall have the priority to renew the lease with the same condition and is required to give written notice to Party A One month prior the expiry of this lease , the revised rental rate and period should be negotiated between the two parties
三、租金:
Rent:
3.1 ,取暖,家具,電器(另見附屬檔案1)(家
具及電器預算人民幣 元整).
The rent month, including furniture, electrical appliances,management fee,heating fee.
3.2 租金支付方式為年付(十二個月)一次性支付,總計人民幣 for one year rental。
3.3 租金以人民幣支付。乙方在收到甲方的付款通知後須儘快付款,甲方
收到租金後付給乙方全額收據。
The rent is payable in rmb. Party B has to pay the rent as soon as possible after receiving the note of payment from Party A. Party A then should issue a reciept of the total payment to Party B.
3.4 在本租約有效期內,租金不予調整。
The rental cannot be adjusted during the term of this Tenancy Agreement.
四、 押金:
Deposit:
4.1 本租約簽訂之日,乙方應向甲方繳付壹個月租金額的租賃押金計人民幣
。租約期滿,乙方如不再續租,甲方應在租賃期結束後十日內(在乙方將租賃期間發生的全部水,電,煤氣等雜費付清後),將押金退還(不計利息)
The day after the signature of this Tenancy Agreement, Party B must pay to Party A one months rental as deposit, totaling On completion of the tenancy period. if Party B does not continue to rent the leased property, Party A must return the deposit in full to Party B (excluding interest) within ten days after the termination or early of the Lease Agreement under the condition that Party B has paid all the utilities fee such as water, electricity, gas and telephone.
4.2 乙方如違反租約規定,致使甲方未能如期收取租金或因而發生費用開 支,甲方可以根據憑證扣留全部或部分押金抵付。不足部分甲方有權要 求乙方賠償。
If Party B breaks any part of this contract, such as not paying the rent punctually, or causing additional expenses to Party A, Party A has the right to retain part of or all of
the deposit as compensation according to its actual losses. If the said deposit is insufficient to cover Party A’s costs, Party A has the right to ask for compensation if any.
4.3 發生4.2條款情況,押金不足抵付時,乙方必須按接到甲方付款通知後 十日內補足。
If Clause 4.2 is brought into effect, and the said deposit is insufficient to cover Party A’s costs, Party B should pay the extra amount to Party A within ten days of receipt of Party A’s invoice notice.
4.4 押金以人民幣支付。甲方收到押金後付給乙方全額收據。
The deposit is payable in RMB. Party A should issue a receipt to Party B after receiving the deposit.
五、 其它費用:
Other Charges:
5.1 乙方在租賃期內所用的水、電、煤氣,電話等費用由乙方繳付。 Party B’s utilities expenses during the lease term will be paid by Party B.
六、 甲方的責任:
Landlord’s Responsibilities:
6.1 租賃期內甲方不得無故收回房屋,如甲方中途要求收回房屋,乙方可以
拒絕。
Party A is not permitted to take back the leased property during the term of the contract without any reason. If Party A wishes to do so, Party B has the right to object.
6.2 負責對乙方正常使用中發生的房內家具、電器及其他設施損壞或故障進
行及時維修並承擔費用。
To undertake responsibility and assume such costs for timely repairs to furniture, electrical appliances and other facilities that are damaged or have malfunctioned through normal usage by Party B.
6.3 督促物業公司提供充分的保全、消防工作及安靜清潔的居住環境。 To supervise the estate management office to provide adequate security, fire prevention and quirt & circumstance.
6.4 督促管理公司向乙方提供所應提供的服務,如冷水、熱水、電的供應及
各種設備(包括空調)的正常工作,並提供公共區域和公共設施的開放,如健身房、兒童房和其他娛樂場所。督促公共區域和公共設施的清潔;公共區域的照明並提供道路指示牌。督促道路和公共區域的維護;督促修理、保養和更換大廈的保全設施、消防設施、電器設施、變壓器、煤氣、排水、空調、電梯和其它設施。
To ensure the estate manager to provide proper service to Party B, such as supply of cold water, hot water, electricity, proper maintenance of all kinds of equipment (including air-conditioners), and to provide free access to public areas and facilities such as gymnasium, children’s room and other recreational areas. To clean public areas and facilities; to illuminate public areas and provide signs; to repair access ways and public areas; to repair, maintain, and replace security, fire fighting and electrical appliances, transformer, gas, sewage, air conditioning systems, elevators, lifts and other facilities of the building.
6.5 保證物業的合法性,保證有合法權利出租該物業。
Ensure the legality of the leased property. Ensure its legal rights to lease the property.
6.6 負責因違反上述責任而對乙方造成的所有損失的賠償。
To compensate Party B for all loss arising from any breach of the above-mentioned responsibilities.
6.7負責開通電話及寬頻,負責乙方入住前清潔室內衛生.
七、 乙方責任:
Tenant’s Responsibilities:
7.1 乙方應按本租約三、四、五條款規定交付租金,押金和各項費用,如有
拖欠,則作違約論。
Party B should promptly pay the rent, deposit and other charges as set out in Clauses 3,4 and 5of the Agreement. Non-payment of these charges constitutes a breach of this Agreement.
7.2 租賃期內未經甲方同意,乙方不能轉租其所租房屋,私自轉讓無效。 During the period of Tenancy, unless with the agreement of Party A, Party B cannot sub-let or let in part or in full the leased property to other Party.
7.3 乙方應愛護房屋及其設備,如因使用不當導致損壞應負責賠償。
Party B must take care of the property and its contents, otherwise Party B should pay compensation to Party A for his improper use of the property.
7.4 在房內已有的裝飾和設施之外,乙方如要增加設備或其他裝修須徵得甲
方同意;租賃期滿必須恢復原狀如有損壞(正常使用磨損、結構或原有的問題除外),並承擔其費用,經甲方驗收認可後歸還甲方。
In addition to the decoration and equipment already in the property, if Party B wishes to make any alterations or decorate the property, Party B should get the permission from Party A. On completion of the tenancy, Party B must hand-over the property to Party A in its original condition ( fair wear and tear, structural and inherent defects expected), and all fees arising from such work have to be borne by Party B.
7.5 保證賠償由於乙方或乙方有關係的官員、上司、雇員、客人、來訪者、
僱傭工人、代理、執照持有者或被邀請人等(統稱與乙方相關的人)的粗心及疏忽造成的房屋的損害或損失,並允許甲方或其代理人在事先通知後進入房屋,對房屋的損失或損害進行彌補及修復,在此所發生的費用由乙方負擔。
To indemnify Party A for any loss or damage to the leased property from negligent act or omission of Party B or any officer, director, employee, guest, visitor, servant, agent licensee or in invitee of Party B (each referred to hereinafter individually as an “associate” ), to permit Party A or his authorized representatives, with an advance notice, to enter the leased property to repair any such loss or damage at the expense of Party B.
7.6 在甲方預先通知後,乙方應允許甲方或其代理人在有理由的情況下在合
理的時間進入及巡視房屋進行必要的維修或修復工作;在租賃期最後一個月內,允許甲方或其代理人帶領有意租賃或購買房屋的.客人視察房屋,但乙方已按第2.2條書面通知甲方將續租時除外。
With Party A’s notice in advance, Party B should permit Party A and the person authorized by Party A under reasonable circumstances to enter and view the leased property at reasonable hours, to carry out any work and repairs which is necessary to be done. During the last one months of the Tenancy, Party A has the right to show the
leased property to prospective lessors or purchasers, unless according to clause 2.2, Party B has informed Party A of its intention to renew the Lease.
7.7 在未經甲方書面同意下,乙方不得擅自設立、安裝或移動設施及設備,
不能擅自設立隔段,不得擅自對房屋的結構機關改動或增加。
Not to erect, install or remove any fixtures or partitioning, or to make any structural additions and alterations without the prior written consent of Party A.
7.8 租賃房屋過程中,必須嚴格遵守中華人民共和國的有關法律、細則、規
章及法令的規定,並嚴格禁止乙方利用房屋進行違犯法律及不道德的行為。
Strictly to comply and adhere in the use of the leased property with all laws, regulations and decrees of the People’s Republic of China applicable to such use, and specifically not to permit or suffer the leased property to be used for any purpose that is unlawful or immoral.
7.9 房屋除供乙方居住之外,未經甲方書面同意,房屋不可作辦公或協定未
曾說明之用。上述同意不應不合理地拒絕。
To use the leased property exclusively as the residence of his family and not to use the leased property as an office or for any other purpose without the prior written consent or Party A , which consent shall not be ueasonably withheld.
7.10 未經甲方書面同意,屋外不得擅自放置標示板及陳列任何設施,不允許
在房外、窗及門上掛曬衣物以影響房屋外觀面貌,該條件不得被不合理拒絕。
Not to affix or display any signboard or other device visible from outside the leased property without the prior written consent of Party A, which consent shall not be ueasonably withheld, and not to use the outside of the leased property or any doors or windows to hang any washing.
7.11 租客必須遵守物業條例準則,如出現糾紛需與業主來協商調解。
To obey the regulation is set by the management office, in case any dispute arises, the two parties shall negotiate friendly.
八、 房屋不能居住時其他事件:
Other things:
房屋由於火災,惡劣天氣,戰爭或其它甲方不可抗拒因素,而不是
因為乙方直接或間接的疏忽及故意行為造成房屋毀壞而不能被正常使用及居住時,乙方從該日起停止支付租金,直至房屋可再被使用及居住時為止,如該房屋因任何不能歸因於乙方的原因不能正常使用超過10天,乙方有權終止契約並無需承擔任何責任,甲方應退還剩餘部分押金及預付租金。甲方根據自己的意願及經濟、實際意義等原因,沒有義務必須修繕復原房屋。若此情況發生,甲方應書面通知乙方,並在作出上述通知的十天之內將押金及預付租金全部退還乙方。
If the leased property are substantially destroyed or damaged by fire, bad weather, war, force major, or other causes beyond the control of Party A and not attributable directly or indirectly to the negligence or malice of Party B or are otherwise rendered unfit for use or occupation, the rent shall cease to be payable from the date the leased property become unfit for use or occupation until the leased property shall again be rendered accessible and fit for use, if the lessor’s property can not be properly used for any reasons beyond 10 days, Party B has the right to terminate the agreement without any
英文契約模板集錦 篇17
主契約編號(Contract NO):
買 方(Buyer):
地 址(Add):
電話(Tel): 傳真(Fax):
生產廠(Producer):
地 址(Add):
電話(Tel): 傳真(Fax):
為體現誠實信用的契約履行精神,防止延期交貨的情況出現,雙方協商一致,特制定如下條款:
In order to reflect the spirit of good faith and for avoidance of any delay in delivery, both parties hereby agree as follows:
一、本協定是執行主契約的關於延期交貨的特別約定,主契約編號為:。
This agreement shall constitute a special covenant for implementing the provisions of delayed delivery as set forth in the Master Contract(Contract No._______).
二、主契約約定的交貨日期為: 年 月 日,運輸方式為海運貨櫃。
Delivery date provided in the Master Contract shall be _________, and transportation mode is marine container.
三、若生產廠無法按照上述交貨期限的約定交貨的,則買方有權要求改為空運方式運輸,相應的空運費用約 美元(USD)從買方應當支付給生產廠的貨款中扣除。(實際扣除金額以空運費單據為準)
Where the Producer fails to deliver goods pursuant to the above delivery period, the Buyer has right to amend the original transportation mode to air transportation and corresponding air freight charge is around _______(USD) deductible from payments for goods made by the Buyer to the Producer. (actual deductible amount shall be subject to air freight receipts)
買 方(Buyer):
買方代表人:(簽章)Representative: (Sgn & Samp)
生產廠(Producer):
生產廠代表人:(簽章)Representative: (Sgn & Samp)
簽約時間: 年 月 日
Date of Signing:(D-M-Y)
註:本契約內容如有中英文翻譯誤差,以中文為準。
Note: If this contract content has any error of translation, subject to Chinese.
英文契約模板集錦 篇18
Contract No.:________________________.
Date of Signature:____________________.
Place of Signature:____________________.
This Contract is made and entered into through friendly negotiation by and between China____________________ (hereinafter referred to as “Client”), as one party, and____________________ (hereinafter referred to as“Consultant”),as the other party, concerning the technical consultancy service of__________, under the following terms and conditions:
Article 1 Contents of Technical Consultancy Service
1.1 Whereas Client desires to obtain the technical consultancy service of from Consultant and Consultant has agreed to perform such services.
1.2 The Scope of Technical Services is defined in Appendix 1.
1.3 The Time Schedule for the Services is shown in Appendix 2.
1.4 The Manning Schedule is described in Appendix 3.
1.5 Consultant shall complete the Services within__________months from the Effective Date of this Contract and furnish the final technical service report, including drawings, designing documents, all kinds of standards and photos, within____months. Consultant shall keep aware, free of charge, Client of the latest development of similar projects and any progress made in order to improve the designing of the project.
Article 2 Both Parties' Responsibility and Liability
2.1 Client shall furnish to Consultant the pertinent data, technical service reports, maps and information available to him and shall give to Consultant the reasonable assistance necessary for carrying out of his duties. Particularly Client shall nominate a general representative who shall be available at reasonable time.
2.2 Client shall assist Consultant with the responsible authorities for obtaining visas, work permits and other documents required by Consultant to enter the country and to have access to the Site of the Project. The above expenses shall be borne by Consultant.
2.3 Consultant shall furnish a sufficient number of competent personnel to perform its obligation hereunder, in addition to those personnel specifically listed in Appendix 3. All personnel employed by Consultant in carrying out the work shall be exclusively Consultant's responsibility, and Consultant shall hold Client harmless from any claims of any kind by Consultant's personnel arising out of any acts by Consultant or its personnel in connection with the work performed hereunder.
2.4 Consultant shall provide Client all the technical technical service reports and relevant documentation within the Scope of Technical Services and within the Time Schedule of the Time Schedule for the Services.
2.5 Consultant shall assist Client'S personnel in his country in obtaining visas and in arranging lodgings. Hotel and boarding expenses shall be borne by Client. Consultant shall supply to Client'S personnel office space and necessary facilities as well as transportation.
2.6 Consultant shall be responsible for and shall indemnify Client and his employee in respect of injury to person or damage to property occurring in connection with the services, to the extent that such damage or injury directly results from negligence of Consultant's personnel while engaged in activities under this Contract.Consultant shall be liable only to the work under this Contract.
2.7 Any and all liability of Consultant with respect to this Contract shall be limited to the Total Contract Price received by Consultant for his profession services and shall terminate upon expiration of the warranty period set forth in Article 7.3.
Article 3 Price and Payment
3.1 The total contract price is__________(say __________________only) in________(currency). The breakdown prices of the above mentioned total contract price are as follows:
Contract Price for Item 1: ______(say ____________only) in________ (currency); Contract Price for Item 2: ______(say ____________only) in________ (currency); Contract Price for Item 3: ______(say ____________only) in________ (currency); Contract Price for Item 4: ______(say ____________only) in________ (currency).
3.2 The total contract price will include all the service and technology provided by Consultant. The total contract price shall be firm and fixed and shall not fluctuate with any inflation. The total contract price shall include all charges and expenses incurred by Consultant in performing his obligations both in his own country and in the People's Republic of China and includes the expenses incurred in sending the Technical Documentation to Client's office by all kinds of forms.
In the event of Force Majeure as defined in the Contract, the total contract price shall be readjusted through friendly negotiations between the parties. If Client requires services not contemplated in the Scope of Services the parties shall friendly discuss an amendment to the
total contract price. Any such amendment shall be in writing countersigned by both parties. This document shall then form integral part of the Contract.
3.3 All payments to be made by Client to Consultant under the present Contract shall be made by telegraphic transfer. In case of any payment by Client, the payment shall be effected through__________in China to _________ for the account of Consultant.
In consideration for the services provided by Consultant hereunder, Client shall effect the payment to Consultant in accordance with the following manner and percentage:
3.3.1 _______ percent (________ %) of the total contract price, i.e._____________ (Say: ________ only), shall be paid by Client to Consultant within ________ (____) days after the client has received the following documents provided by Consultant and found them in order.
A. One (1) original and two (2) duplicate copies of Consultant's government approval, or a written statement of the competent authorities or relevant agency of Consultant's country certifying that such document is not required;
B. One (1) original and one (1) duplicate copy of Irrevocable Letter of Guarantee for advance payment issued by Consultant's Bank in favor of Client covering_______(Say:________ only), specimen of which is as per Appendix 4;
C. Five (5) copies of profoma invoice covering the total contract price;
D. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
E. Two (2) copies of sight draft.
The said shall be delivered by Consultant not later than ____days after the effective date of the ________present Contract.
3.3.2 ________percent (____%) of the Contract price for Item 1, i.e._________ (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Consultant has received the following documents provided by Consultant and found them in order.
A. Ten (10) copies of technical service report on Item 1;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
3.3.3 ________ percent (____%) of the Contract price for Item 2, i.e. ___________ (Say: ____________ only) shall be paid by Client to Consultant within ________ (___) days after Licensee has received the following documents provided by Consultant and found themin order.
A. Ten (10) copies of technical service report on Item 1;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
3.3.4 ________percent (____%) of the Contract price for Item 3, i.e._________ (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Consultant has received the following documents provided by Consultant and found them in order.
A. Ten (10) copies of technical service report on Item 1;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
3.3.5 ________percent (____%) of the Contract price for Item 4, i.e._________ (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Consultant has received the following documents provided by Consultant and found them in order.
A. Ten (10) copies of technical service report on Item 1;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
3.3.6 ________percent (____%) of the Total Contract price , i.e._________ (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Consultant has received the following documents provided by Consultant and found them in order.
A. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
B. Two (2) copies of sight draft.
3.4 In case Consultant is liable for paying to Client the penalty under the Contract, Client shall have the right to deduct it from any said payment.
3.5 The banking charges of both parties incurred in China for the execution of the Contract shall be borne by Client and those incurred outside China shall be borne by Consultant.
Article 4 Delivery Schedule
4.1 The deadline for the arrival of the Technical service reports CIF _____ are:
A. Technical service report on Item 1 : _________months after effectiveness of the Contract;
B. Technical service report on Item 2 : _________months after effectiveness of the Contract;
C. Technical service report on Item 3 : _________months after effectiveness of the Contract;
D. Technical service report on Item 4 : ________months after effectiveness of the Contract.
4.2 Consultant will inform Client by Fax when the Technical service reports are airmailed to Client indicating the date and number of airway bill. Client will inform Consultant when the Technical service reports have been received.
4.3 Should any document be missing or damaged during the transport Consultant shall be notified accordingly and within two (2) weeks the missing or damaged document shall be replaced by Consultant free of charge.
Article 5 Confidentiality
5.1 All data assembled, developed, compiled, reproduced, studied, and prepared in connection with the work done hereunder and furnished to Consultant by Client shall be considered confidential and shall not be divulged to any person, firm or corporation other than Client or its designated representatives. This Clause shall remain binding on Consultant notwithstanding the termination of the Contract for any reason.
5.2 Within the validity period of Contract, Both parties shall take proper measures to keep the materials or information strictly confidential. The other party shall not disclose or divulge to any third party without prior written consent of one party.
5.3 Either party shall be obliged to keep confidential any secret information of the other party which either party and its personnel may obtain or be accessible to in the course of the performance of Contract. Either party shall not make use of or disclose such secret information obtained from the other party without prior written permission issued by the other party.
Article 6 Taxes and Duties
6.1 All taxes and duties in connection with and in the execution of Contract levied by the Chinese government on Client in accordance with the tax laws of PRC shall be borne by Client.
6.2 All taxes and duties levied by the Chinese government on Consultant, in connection with and in the execution of Contract, according to Chinese tax laws and the agreement between the government of PRC and the government of Consultant's country for the reciprocal avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income shall be borne by Consultant.
Client is legally obliged to withhold, as a withholding agent, the amount of taxes pro rata each taxable payment under Contract and pay them to the relevant Chinese tax authorities. After receiving the tax receipts issued by the relevant Chinese tax authorities for the aforesaid withholding taxes, Client shall forward them to Consultant without undue delay.
6.3 All taxes and duties arising outside PRC in connection with and in the execution of Contract shall be borne by Consultant.
Article 7 Warranty
7.1 Consultant warrants that he has the experience and capability to efficiently and expeditiously perform the services in a satisfactory manner and that the services performed by him under this Contract shall be performed by competent personnel in accordance with accepted standards.
7.2 In the event of a failure of Consultant to provide to Client satisfactory services within the scope of work described in Appendix at any time for any reason within the control of the Consultant, Client may notify Consultant of such dissatisfaction. Consultant shall be afforded a period of days to correct or remedy the matter. Should Consultant within the time afforded by Client fail to correct or remedy the matter to the satisfaction of Client, all charges shall cease forthwith until such time as Consultant is able to provide satisfactory services in accordance with the Scope of work described in Appendix.
7.3 Consultant guarantees to Client that he shall, after receipt of notice from Client, promptly correct at no cost any errors in the services arising out of the negligent performance thereof.
Article 8 Ownership of Technical Service Reports
8.1 Final version of the technical service report submitted to Client and all relevant data such as maps, plans and supporting material compiled in performing the Scope of Services, shall be the property of Client. Such materials shall be sorted and indexed by Consultant prior to transmission to Client.
8.2 Consultant shall be permitted to retain copies thereof, provided however that such materials, including the material furnished by Client as stated in Article 5 of this Contract, shall not be used by Consultant for purposes not related with this Project without the prior written approval of Client.
Article 9 Assignment
9.1 Neither Client nor Consultant shall assign or sublet their rights or obligations hereunder without the prior written consent of the other party.
Article 10 Termination
10.1 If, due to the responsibility of Consultant, the technical service reports have not been delivered at dates according to the delivery schedules as stipulated in Article 4 of the Contract, Consultant shall be obliged to pay to Client penalty for such delay in delivery at the following rates:
A. ______ percent (____%) of the total contract price per week for the first four weeks;
B. _____ percent (____%) of the total contract price per week from the fifth week to the eighth week;
C. ______ percent (____%) of the total contract price per week from the ninth week of delay.
Odd days less than one (1) week shall be counted as one (1) week for calculating the liquidated damage.
10.2 The total liquidated damage for late delivery shall not exceed ______ percent (____%) of the total contract price. Payment of the liquidated damage for late delivery shall not release
Consultant from its obligation to deliver technical service reports.
10.3 Client may, without prejudice to any other remedy for Consultant's following breach of Contract, terminate Contract in whole or in part by a written notice of default send to Consultant, if Consultant
A. Fails to deliver any or all of technical service reports within______(____) days after the scheduled delivery date as specified in Article 1; or
B. Fails to make the technical service reports meet the minimum level of Acceptance Standards as specified in Appendix 1.
Consultant shall refund to Client all the payments effected by Client to Consultant plus an interest at the rate of______ percent (____%) per annum in case of such a termination.
10.4 Either party may, without prejudice to any other remedy, terminate Contract in whole or in part by a written notice send to the other party, if the other party.
A. fails to perform its confidentiality obligation under Contract; or
B. fails to perform any other obligations under Contract except minor parts thereof, and does not remedy for its failure within a period of______ (____) days upon receipt of the written notice or a period agreed upon between the parties; or
C. becomes bankrupt or insolvent; or
D.Affected by any event of Force Majeure for more than ______ days.
Article 11 Force Majeure
11.1 Should either party be prevented from performing any of its obligations under Contract due to event of Force Majeure, such as war, serious fire, typhoon, earthquake, flood and any other events which could not be expected, avoided and overcome, the affected party shall notify the other party of its occurrence by fax and send by registered airmail a certificate issued by the competent authorities or agency within fourteen (14) days following its occurrence.
11.2 The affected party shall not be liable for any delay or failure in performing any or all of its obligations due to the event of Force Majeure. However, the affected party shall inform the other party by fax the termination or elimination of the event of Force Majeure without delay.
11.3 Both parties shall proceed with their obligations immediately after the cease of the event of Force Majeure or removal of the effects. The validity period of Contract and/or the scheduled period for relative execution of Contract shall be extended correspondingly.
Article 12 Arbitration
12.1 Any dispute arising from or in connection with this Contract shall be submitted to China International Economic and Trade Arbitration Commission,Shenzhen Commission for arbitration in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties and the applicable law is the material law of P.R.C.
12.2 Notwithstanding any reference to arbitration, both Parties shall continue to perform their respective obligations under the Contract unless otherwise agreed.
Article 13 Language and Standards
13.1 Correspondance except this Contract between Client and Consultant, data and documents made available by Client to Consultant and the technical service reports and drawings prepared by Consultant shall be in the English language.
13.2 Measures shall be written in the metric system.
Article 14 Governing Law
14.1 The construction, validity and performance of this Contract shall be governed by the laws of the People's Republic of China.
Chapter 15 Effectiveness of the Contract and Miscellaneous
15.1 Both parties shall make effort to obtain the approval from the respective authorities, if necessary, within thirty (30) days after Contract is signed by the authorized representatives of the two parties. Either Party shall notify in writing the other party of the approval date. The later date of approval shall be taken as the Date of Effectiveness of Contract.
15.2 Contract shall be valid and remain in force for_______(____) years from the Date of Effectiveness.
15.3 The outstanding credit and debt between the parties under Contract shall not be affected upon the termination or expiration of Contract.
15.4 Appendices hereof shall be integral parts of Contract and have the same legal force as the text of Contract itself. The text of Contract shall prevail in case of any discrepancies between the text of Contract and Appendices.
15.5 All amendments, supplements, subtractions, or alterations to Contract shall be made in writ
英文契約模板集錦 篇19
銷售契約
SALES CONTRACT
買方:JOONAS&CO.,LTD, 10 LOUIS PASTEUR STEET PORT LOUIS MAURITIUS契約號/Contract No: BF20100601
The Buyer : JOONAS&CO.,LTD, 10 LOUIS PASTEUR STEET PORT LOUIS MAURITIUS
TEL: FAX:
賣方:唐山豐潤百豐商貿
日期/Date: 20xx-05-29
TEL: 0086 -FAX: 0086-
The Seller: Tangshan fengrun baifeng Trading Co.ltd
茲經買賣雙方同意,由買方購進,賣方出售下列貨物,並按下列條款簽訂本契約:
This CONTRACT is made by and between the Buyers and Sellers; whereby the Buyer agrees to buy and the Seller agrees to sell the under mentioned goods on the terms and conditions stated below:
Description of Goods: As follows.
1.原產地和製造廠家(Country of Origin and Manufacturer):
中國 ChinaTangshan fengrun baifeng Trading Co.ltd
2.包裝(Packing):STANDARD EXPORT PACKAGING
3.Shipment(裝運方式):契約中貨物全部用20’貨櫃海運In Contract by 20’ Container.
4.裝運期限(Time of Shipment):WITHIN15-20 WORKING DAYS AFTER RECEIPT OF 30%T/T
5.裝運口岸(Port of Loading):上海 中國SHANGHAI China
6.目的口岸(Port of Destination):Port Louis, Mauritius
7.付款條款(Terms of Payment):30%DOWN PAYMENT + 70% T/TAFTER RECEIVED THE COPY OF B/L
8.簽約契約(Sign of Contract):本契約傳真有效This contract will valid for fax contract sign
9.人力不可抗議(Force Majeure):由於水災,火災,地震,乾旱,戰爭或協定一方無法預見,控制,避免和克服的其他事件導致不能或暫時不能全部或部分履行本協定,該方不負責托。但是,受不可抗議力事件影響的一方必須儘快將發生的時間通知另一方,並在不可抗議力事件發生15(拾伍)天內將有關機構的不可抗議力事件的證明寄交對方。Either party shall not be held responsible for failure or delay to perform all or any part of this agreement due to flood, fire, earthquake, draught, war or any other events which could not be predicted, co(轉 載 於:w :協定書英文範本)ntrolled, avoided, or overcome by the relative party. However, the party affected by the event of Force Majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued by the relevant authorities to the other party within 15 days after it’s occurrence.
10. 貨物要求(CRC requirements):
10.1 每件貨物重量大約5噸。Weight of Coils: About 5 tons
10.2冷卷按照實重出貨。 Material & Coils to be of prime quality without defects
10.3 尺寸公差 :the thickness :±3% thickness10.4 卷的用途用於制管: suitable for cutting into sheets
10.5 OTHERS :
1. Edges of Coil should be straight & not wavy. Surface should be flat.
2. Coils should be suitable for cutting into sheets.
3. Coil I.D: 508mm
12.違約(Breaking the contract):
12.1若超過裝運期限賣方每天必須向買方支付貨物總價款0.5%的違約金。The sellers must pay the buyers0.5% of the price of all the goods per day for breaking the contract of shipping time.
12.2如果延期超過5天賣方須向買方支付貨物總價款5%的違約金。與此同時,買方保留是否繼續履行契約的決定權。
If the shipping time is defered for over 5 days, the sellers must pay 5% of the price of all the goods. At the same time, the buyers reserve the right to go on carrying out the promise or not.
13.仲裁(Arbitration):在履行協定過程中,如發生爭議,雙方應友好協商解決,若通過友好協商未能達成協定,則提交中國國際貿易促進委員會對外貿易仲裁委員會,根據該會仲裁程式暫行規定進行仲裁。若以方不符裁決,再則由新加坡國際仲裁法按照該會仲裁程式的有關規定進行仲裁。以上所有仲裁費用,除另有規定外,均由敗訴方負擔。All disputes arising from the execution of this agreement shall be settled through friendly consultations. In case no settlement can be reached, the case in dispute shall then be submitted to the Foreign Trad Arbitration Commission of the China Council for the Promotion of International Trade for Arbitration in accordance with its Provisional Rules of Procedure. The decesion made by this commission shall be regarded as final and binding upon both parties. Arbitration fees shall be borne by the losing party, unless otherwise awarded.
14.注意(NOTICE):本契約一式兩份,雙方簽訂後生效。this contract is in two copies since being signed by both parties
15. BANK INFORMATION:
BANK INFORMATION:
SWIFT:CHASUS33
PAY TO:JP MORGAN CHASE BANK NATIONAL ASSOCIATIONFOR A/C OF:AGRICULTURAL BANK OF CHINA,HEAD OFFICE BEIJINGACCOUNT NAME:TANGSHAN FENGRUN BAIFENG TRADING CO. LTD.ADD:61 WEST XINHUA ROAD,TANGSHAN,HEBEI,CHINA.
買方 (Buyer)
賣方(Seller)x公司 TANGSHAN FENGRUN BAIFENG TRADING CO. LTD IN FAVOR OF:ACCOUNT WITH AGRICULTURAL BANK OF CHINA,TANGSHAN BRANCH.ACCOUNT NAME: TANGSHAN FENGRUN BAIFENG TRADING CO. LTD.
英文契約模板集錦 篇20
一、出租人:
landlord:
承租人:
tenant:
(以下簡稱甲方)
(hereinafter['hirin'ɑ:ft] referred to as party a)
(以下簡稱乙方)
(hereinafter referred to as party b)
二、租賃標的:
tenancy:
甲方同意將____________________及其設備(見附屬檔案1)在良好狀態下租給乙方。租用分戶面積總計約____________________平方米。
party a hereby agrees to lease____________________and the equipment therein (as described in appendix['pendiks] 1) in clean and tenantable['tenntbl] condition to party b, the size of the leased property being____________________sqm.
三、租賃期:
term of tenancy:
3.1 租賃期為______年,自______年______月______日起至______年______月______日止。
the above property is hereby leased for a term of______years, commencing______and expiring on______.
3.2 租賃期滿,甲方有權收回全部出租房屋,乙方應如期交;乙方如要求續租,須在本契約期滿前兩個月向甲方提出書面申請。
on expiry of this lease, party a has the right to take back the leased property in full, and party b must deliver the leased property on or before the date of expiry[iks'pairi]. if party b wishes to extend the lease, party b is required[ri'kwaid] to give written notice to party a two months prior to expiry of this lease.
四、租金:
rent:
4.1 租金每月為___________人民幣。
the rent is rmb____________per month.
4.2 每月租金一次支付,必須於租賃期每月前十天付清。如乙方逾期未付,須按日加付其租金的0.5%的滯納金,超過三十天未付視作自動退租,甲方有權按契約5.2條款視乙方為中途退租情況辦理。
the rent is payable monthly in one lump[lmp]sum, before the tenth day of each month. if party b has not paid the rent by the tenth day, a penalty of 0.5% of the rent will be charged per day. if the rent has not been paid within 30 days, party a has the automatic right to eject party b from the leased property, according to clause 5.2 of this agreement.
4.3 租金以人民幣為單位用現鈔支付。如以支票支付,所發生的費用由乙方負擔。
the rent is payable in rmb and in cash. if the rent is paid by cheque['tek], all charges incurred will be borne by party b.
4.4 在本契約有效期內, 租金不予調整。
the rent cannot be increased during the term of this tenancy agreement.
五、押金:
deposit:
5.1 自本契約簽定之日,乙方應向甲方交付______個月之租金額的押金計____________人民幣。契約期滿,乙方如不再續租,並且乙方結清其在租賃期內所用的各項費用後,甲方應將押金在七個工作日內如數退還給乙方(不計利息)。
on signing this tenancy agreement, party b must pay to party a two months' rental as deposit, totaling rmb________. on completion of the tenancy period, if party b doesn't wish to extend the lease and has paid all charges, party a must return the deposit in full to party b within 7 working days (excluding[ik'sklu:di] interest).
5.2 乙方如在租賃期內終止租約,押金不予退還。
if party b stops the tenancy agreement before the date of expiry, party a is not required to return the said deposit.
5.3 乙方如違反契約規定,致使甲方未能如期收取租金或因而發生費用開支,甲方可以扣留部分或全部押金抵付。
if party b breaks any part of this contract, such as not paying the rent punctually['pktuli], or if party b caused damages to the leased property, party a has the right to retain part or all of the deposit in compensation[,kmpen'sein].
5.4 發生5.3條款情形,押金不足抵付時,乙方必須按接到甲方付款通知後十天內補足。
if clause 5.3 is brought into effect, and the said deposit is insufficient to cover party a's costs, party b should pay the extra['ekstr] amount['maunt] to party a within ten days of receipt of party a's payment.
5.5 押金以人民幣為單位,用現鈔支付。如以支票支付,所發生的費用由乙方承擔。
the deposit is payable in rmb and in cash. if the deposit is paid by cheque, all charges incurred will be borne by party b.
六、其它費用:
other charges:
6.1 乙方在租賃期內所用的水、電和煤氣費用,每月按實際耗用量結算,乙方按單繳付。
during the period of the tenancy, all charges for use of water, electricity and gas are payable by party b monthly according to consumption[kn'smpn], and on receipt of bills.
6.2 乙方所用電話按電訊局收費標準,每月根據實際用量結算,乙方按單繳付。
all telephone charges are payable by party b monthly according to the telecommunications bureau['bjuru] standard tariffs['t rifs], and according to bills received.
6.3 租賃標的的物業管理費由______方按照大廈管理規章,負責按單繳付。
any charges for the leased property, such as management fees, are payable by____________according to the bill issued by property management office.
七、乙方責任:
tenant's responsibilities:
7.1 乙方應按本契約四、五、六條款規定交付租金、押金和各項費用,如有拖欠,則作違約論。
party b should promptly pay the rent, deposit and other charges as set out in clauses 4, 5 and 6 of this agreement. nonpayment of these charges constitutes a breach of this agreement.
7.2 租賃期內,未經甲方同意,乙方不能轉讓其所租房屋,私自轉讓無效。
during the period of tenancy, unless with the agreement of party a, party b cannot sub-let or let in part or in full the leased property.
7.3 乙方應愛護房屋及其設備,如因使用不當導致損壞負責賠償。
party b must return the property and its contents to party a in good and workable condition, otherwise party b must pay compensation to party a.
7.4 在房屋內已有的裝飾和設備之外,乙方如需增加設備或其它裝飾須徵得甲方同意。租賃期滿必須恢復原狀,並承擔其費用,經甲方驗收認可後歸還甲方。
in addition to the decoration and equipment already in the property, if party b wishes to make any alterations or decorate the property, party a must consent. on completion of the tenancy, party b must hand-over the property to party a in its original condition, and all fees arising from such work and to be borne by party b.
八、爭議的解決:
arbitration:
凡執行本契約或與本契約有關的爭議,由雙方友好協商解決;協商不成, 提請中國有關經濟契約仲裁機構調解;調解不成,提請中國有關經濟契約仲裁機構仲裁。
in the case of disputes arising over this agreement, the two parties should negotiate[ni'gui,eit] in a friendly manner and in good faith; if failed, should submit to china related economic contract arbitrated['ɑ:bitreitd] bureau to mediate['mi:dieit] or arbitrate['ɑ:bitreit].
九、其它:
others:
9.1 本契約附屬檔案是本契約不可分割的組成部分。
the attachment is combined with the contract.
9.2 本契約如有未盡事宜,由甲、乙雙方洽談解決。
if the contract remains some unperfected parts, the two parties should negotiate in peace.
9.3 本契約自簽字之日起生效;契約文本一式兩份,甲、乙雙方各執一份。
the contract effected on the signing date, two sets for the contract and one set for each party.
本契約於______年______月______日在深圳市龍崗區廣天地地產(羅馬分行)簽定。
the contract concludes in guangtiandi real estate(rome branch)longgang district of shenzhen on__________________.
甲方:
party a:
代表人:
representative[repri'zenttiv]:
蓋章:
seal:
地址:
address:
電話:
telephone:
乙方:
party b:
代表人:
representative:
蓋章:
seal:
地址:
address:
電話:
telephone:
英文契約模板集錦 篇21
Quality-eternal Investment Co., Ltd.
編 號(No.): ACM001
簽約地(Signed at):倫敦London 日 期(Date): 09.13.20xx 賣方(Seller): 地址(Address):
電話(Tel): 傳真(Fax):
買方(Buyer):
地址(Address):
電話(Tel):
買賣雙方經協商同意按下列條款成交:
The undersigned Seller and Buyer have agreed to close the following transactions according to the terms and conditions set forth as below:
1. 貨物名稱、規格和質量 (Name, Specifications and Quality of Commodity):數量(Quantity):單價及價格條款 (Unit Price and Terms of Delivery) ::
(除非另有規定,"FOB"、"CFR"和"CIF"均應依照國際商會制定的《20xx年國際貿易術語解釋通則》(INCOTERMS 20xx)辦理。)
The terms FOB,CFR,or CIF shall be subject to the International Rules for theInterpretation of Trade Terms (INCOTERMS 20xx) provided by International Chamber of Commerce (ICC) unless otherwise stipulated herein.)
2. 總價 (Total Amount):
$5745
3. 允許溢短裝(More or Less):2%。4. 裝運期限(Time of Shipment): 收到全部貨款後20天內裝運。
Within 20 days after receipt of full payment by T/T. .
5. 付款條件(Terms of Payment): 出貨前付清貨款。
Pay total charge before shipment
6. 包裝(Packing):
7 品質/數量異議 (Quality/Quantity discrepancy):
如買方提出索賠,凡屬品質異議須於貨到目的口岸之日起30天內提出,凡屬數量異議須於貨到目的口岸之日起15天內提出,對所裝貨物所提任何異議於保險公司、輪船公司、其他有關運輸機構或郵遞機構所負責者,賣方不負任何責任。
In case of quality discrepancy, claim should be filed by the Buyer within 30 days after the arrival of the goods at port of destination, while for quantity discrepancy, claim should be filed by the Buyer within 15 days after the arrival of the goods at port of destination. It is understood that the Seller shall not be liable for any discrepancy of the goods shipped due to causes for which the Insurance Company, Shipping Company, other Transportation Organization /or Post Office are liable.
8.由於發生人力不可抗拒的原因,致使本契約不能履行,部分或全部商品延誤交貨,賣方概不負責。本契約所指的不可抗力系指不可干預、不能避免且不能克服的客觀情況。
The Seller shall not be held responsible for failure or delay in delivery of the entire lot or a portion of the goods under this Sales Contract in consequence of any Force Majeure incidents which might occur. Force Majeure as referred to in this contract means unforeseeable, unavoidable and insurmountable objective conditions.
9. 仲裁(Arbitration):
因凡本契約引起的或與本契約有關的任何爭議,如果協商不能解決,應提交中國國際經濟貿易仲裁委員會深圳分會。按照申請仲裁時該會當時施行的仲裁規則進行仲裁。仲裁裁決是終局的,對雙方均有約束力。
Any dispute arising from or in connection with the Sales Contract shall be settled through friendly negotiation. In case no settlement can be reached, the dispute shall then be submitted to China International Economic and Trade Arbitration Commission (CIETAC) , Shenzhen Commission for arbitration in accordance with its rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.
10. 通知(Notices):
所有通知用___文寫成,並按照如下地址用傳真/電子郵件/快件送達給各方。如果地址有變更,一方應在變更後___日內書面通知另一方。
All notice shall be written in _____ and served to both parties by fax/e-mail /courier according to the following addresses. If any changes of the addresses occur, one party shall inform the other party of the change of address within ____ days after the change.
11. 本契約為中英文兩種文本,兩種文本具有同等效力。本契約一式___2__份。自雙方簽字之日起生效。
This Contract is executed in two counterparts each in Chinese and English, each of which shall be deemed equally authentic. This Contract is in _____ copies effective since being signed/sealed by both parties.
The Seller: The Buyer: 賣方簽字:買方簽字:
英文契約模板集錦 篇22
Series No: A [Zhu]Zi [BJF]Hang [Dongcheng ]Branch [20xx]Year [0573]
Individual Mortgage Loan Contract For Purchasing
Commercial Housing
Supervised by Industrial and Commercial Bank of China
In accordance with relevant state laws and rules, the contract is made after negotiations between the both parties.
Loan items
Article 1. The lender provides loan to the borrower to purchase the residential Article 3. Loan interests: (annual) and balance the interest by month. the Account opened
Article 6. Borrower pay the principal and interest of the load under this contractinstallments, every one month being one installment. The amount of principal and interest to be paid for one installment is RMB 9,535.21. The way of payment is in equal account of principal and interest.
Article 7. Name is Account Number is and promises to transfer the principal and interest of the load into it on time.
Article 8. Where Borrower does not repay as per the said regulations, Lender Article 9. Where Borrower does not repay the interest of loan as per the said regulations, Lender may have right to charge double interests.
Article 10. Before distributing the loan, if Borrower has great conflict with house seller over problems such house’s quality and property, Borrower is authorized to cancel this contract, and shall decide whether continue the contract within
half one year.
Article 11 After the delivery of the loan, if dispute occurs between borrower and Party C, the contract is still effective.
Article 12. If Borrower needs to refund in advance, it shall note Lender one month before refund day and the notice is irrevocable upon delivery.
Article 13 If one or more items as follows occur, Lender has right to expire the contract in advance, and deliver “information of repayment in advance” to Borrower and Securities.
(1) Violation of contract by Borrower
(2) The lost or death or non-heir of Borrower
(3) The heir of Borrower refuses to repay the loan
(4) Borrower does not repay the loan in series three installments, or cumulative six installments.
(5) The alteration of securities leads to the advanced obligations of Party C
(6) others
Article 14.Either party wants to alter part of the articles of contract should inform the other party in written form and friendly negotiate. Another advanced agreement is excluded.
Article 15. Borrower is responsible for the cost. Another advanced agreement is excluded.
Mortgage items
Article 16.Borrower mortgages the real estate and all the poverties the attached list of mortgages to Lender, and promises to bear legal responsibilities.
Article 17.The scope of mortgage includes principal and interest of loan (including the article 9), punished interest and the cost of real claims.
Article 18.After the sign of this contract, mortgage registration certification and other right certifications should be handed over to mortgagee.
Article 19.Mortgagee should protect the mortgages carefully, be responsible
for the maintenance of the mortgages, and be supervised by Lender.
Article 20.The value is changed because of mortgager’s faults or others, mortgagee is not responsible.
Article 21.Without the consent of mortgager, the mortgagee has no right to dispose the mortgages.
Article 22.If Lender thinks it is necessary to reevaluate the mortgages, mortgagee should cooperate.
Article 23. The set of mortgages should register in administration for real estate, so the cooperation is required.
Article 24.If the situation of article 13 occurs, Lender has right to dispose the mortgages in advance.
Article 25.Borrower should go for insurance according to the requirement of Borrower.
Article 26.All or part of the items in loan has nothing to do with the effect of mortgage items.
Material mortgage items
Article 27. Borrower mortgages all the poverties the attached list of Material mortgages to Lender, and promises to bear legal responsibilities.
Article 28. The scope of mortgage is principal and interest of loan (including the article 9), punished interest and the cost of real claims.
Article 29. Borrower should hand over the right certification to Lender, and Lender should protect it carefully.
Article 30. If the time of cashing valued bonds is ahead of the time of repayment, methods of disposal as follows:
(1) Cash the bonds to repay the loan.
(2) Change into the fixed deposit as material mortgage.
(3) Use the recognized equal deposit and bonds to change saving deposit and bonds.
Article 31. Borrower has no right to report loss of any materials.
Article 32. If the situation of article 13 occurs, Lender has right to dispose the material mortgages.
Article 33 All or part of the items in loan has nothing to do with the effect of Material mortgage items
Guarantee items
Article 34. Guarantor is willing to offer guarantee to Borrower.
Article 35.The scope of guarantee is principal and interest of loan ( including the article 9) ,punished interest and the cost of real claims.
Article 36. Period of guarantee is two years after Borrower not fulfilling debts. Article 37. If guarantor can not fulfill the obligation of guarantee, Lender has right to deduct relevant cash payment in account.,
Article 38. Guarantor should promise to supervise Borrower pay on time.
Article 39. Borrower has right to transfer debts to guarantor without the agreement of Lender.
Article 40. Borrower uses state-adjusted new interest rate, guarantee’s agreement is not needed.
Article 41. All or part of the items in loan has nothing to do with the effect of guarantee items
Other items
Article 42. Where the dispute fails to reach agreement among the three parties, any of the parties may submit to the local People’s Court or local arbitration organization for conciliation.
Article 43. The Contract comes into effect since signed by three parties. Article 44. The Contract ends as Borrower paying the payment in full.
Article 45. Borrower has right to transfer the benefits in this contract to others without the approval of Lender and guarantor
Article 46.If Borrower and guarantor do not fulfill the obligations regulated in the contract , enforcement is accepted.
Article 47. If Borrower can not fulfill the payment, Lender has right to claim for
英文契約模板集錦 篇23
技 術 合 作 協 議
Technical Cooperation Agreement
甲方:油脂化學有限公司
Party A: Grease Chemical Co. , Ltd.
地址: 高新技術工業園
Address:High-tech Industrial Park
法定代表人:
Legal Representative:
乙方:
Party B:
地址:
Address:
本協定合作雙方就組建技術研發團隊事項,經過平等協商,在真實、充分地表達各自意願互惠互利的基礎上,根據《中華人民共和國契約法》的規定,達成如下協定,並由合作各方共同恪守。
This Agreement, concerning the setting up of a technical research and development team, is made according to the Contract Law of PRC regulations and entered into through equal negotiation by both Parties as the free and full expression of their own wishes to mutual benefits, and to this end both Parties shall abide by this Agreement as following.
第一條、 甲方同意雇用乙方為新產品研發技術顧問。乙方同意為甲方提供技術
顧問服務。
Article 1: Party A hereby agrees to employ party B as the technical consultant for the new product research and development. Party B hereby agrees to offer technical consultation service to Part A.
第二條、 甲方同意每月支付乙方的研究費用,包括:薪資、辦公費、檢測費、
差旅費以及其他相關費用。
Article 2: Party A hereby agrees to pay Party B for the research each month, including salaries, administrative expenses, detection cost, traveling expenses and other cost associated.
第三條、 乙方有責任為甲方提供相關國內外技術及市場信息,並及時答覆甲方
技術上所遇到的問題。
Article 3:Party B is responsible to provide relevant technical and market information home and abroad and is ready to answer any technical problem frequently asked by Party A.
第四條、 乙方有義務向甲方提供有關個人簡歷和相關證明材料,甲方要尊重乙
方個人隱私,有義務妥善保管相關材料。
Article 4: Party B shall has the obligation to provide Party A with any relevant personal resume and reference documents as necessary. Party A shall respect the personal privacy of Party B and has the obligation to properly keep those materials.
第五條、 乙方同意所研發的產品所有智慧財產權歸甲方所有,乙方不得將相關技
術信息泄露給任何第三方,否則需要承擔一切法律後果。
Article 5: Party B hereby agrees that the intellectual property of any product as researched and developed herein shall be owned by Party A. Party B shall not be allowed to disclose any technical information concerned to the third party, or it shall take all the legal consequences.
第六條、 甲乙雙方同意通過緊密合作達到共同目標;每年增加一到三個項目;
每年申請一到三個發明專利;每年完成一到兩個能夠通過專家認證的
新產品;每年至少向市場推廣兩個產品。
Article 6: Both Parties agree to achieve their common goals by their close cooperation. It is planned to add one to three projects each year and to apply for one to three patents for inventions each year, to make one to two new products certified by experts each year, and to promote at least two products to the market each year.
第七條、 此協定甲乙雙方各執一份,沒有在協定中提到的事項雙方需協商解決。 Article 7: This Agreement is held by both Parties, one for each respectively. Any issue not mentioned in this Agreement shall be settled by both Parties through negotiation.
此協定從簽字當日起生效。
This Agreement shall take effect from the date of signature.
甲方:乙方:
Party AParty B:
簽字:簽字:
Signature: Signature:
日期:日期:
DateDate:
英文契約模板集錦 篇24
關於英文契約(轉)來源: 鄭旭江的日誌
契約條款常用英文辭彙
買方 buyer
賣方 seller
項目名稱 Project name
地址 address
電話 phone
傳真 fax
聯繫人 contact person
本契約由買賣雙方簽訂,根據本契約條款,買方同意購買,賣方同意出售以下產品。This contract is made by and between the buyers and sellers, whereby the buyers agree to buy and the sellers agree to sell the under-mentioned. Commodities according to the terms and conditions stipulated below.
1. 詳細貨物清單 Detail supply list
2. 契約價格 Contract value
序號 item 型號 model 尺寸 size, dimension 數量 amount, unit 單價 unit price 總價 total price 備註 remark 貨物,運費 freight, transportation 契約總額(含安裝費與稅金) Contract amount incl. VAT installation
3. 付款條件 payment conditions, payment terms
4. 交貨地點 delivery place
5. 發貨期 delivery time
6. 安裝條款 installation clause
7. 驗收條款 inspection clause
8. 保證條款 guarantee clause
9. 不可抗拒條款 Force Majeure Clause
10. 違約條款 Breach clause
11. 其他條款 Miscellaneous clause
12. 買賣雙方信息 buyer and seller information
此契約一式二份,由雙方各持一正本。This contract is made in two originals that should be held by each party.
涉外契約格式
涉外契約按繁簡不同,儘管可以採取不同書面形式,如正式契約(Contract)、協定書(Agreement)、確認書(Confirmation)、備忘錄(Memorandum)、訂單(Order)等等,但是一般都包含如下幾個部分:
一、契約名稱(Title)
二、前文(Preamble)
1. 訂約日期和地點
Date and place of signing
2. 契約當事人及其國籍、主營業所或住所
Signing parties and their nationalities, principal place of business or residence addresses
3. 當事人合法依據
Each party's authority,比如,該公司是“按當地法律正式組織而存在的”(a corporation duly organized and existing under the laws of )
4. 訂約緣由/說明條款
Recitals or WHEREAS clause
三、本文(Body)
1. 定義條款(Definition clause)
2. 基本條款(Basic conditions)
3. 一般條款(General terms and conditions)
a. 契約有效期(Duration)
b. 契約的終止(Termination)
c. 不可抗力(Force Majeure)
d. 契約的讓與(Assignment)
e. 仲裁(Arbitration)
f. 適用的法律(Governing law)
g. 訴訟管轄(Jurisdiction)
h. 通知手續(Notice)
i. 契約修改(Amendment)
j. 其它(Others)
四、結尾條款(WITNESS clause)
1. 結尾語,包括份數、使用的文字和效力等(Concluding sentence)
2. 簽名(Signature)
3. 蓋印(Seal)
以上的格式和內容並非一成不變,當事人可以根據各自交易情況做出調整或增刪。
銷售代理契約
Sales Agency Agreement
契約號:
NO:
日期:
Date:
為在平等互利的基礎上發展貿易,有關方按下列條件簽訂本協定:
This Agreement is entered into between the parties concerned on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:
1. 訂約人 Contracting Parties
供貨人(以下稱甲方):
銷售代理人(以下稱乙方):
甲方委託乙方為銷售代理人,推銷下列商品。
Supplier: (hereinafter called "party A")
Agent:(hereinafter called "party B")
Party A hereby appoint Party B to act as his selling agent to sell the commodity mentioned below.
2. 商品名稱及數量或金額 Commodity and Quantity or Amount
雙方約定,乙方在協定有效期內, 銷售不少於商品。
It is mutually agreed that Party B shall undertake to sell not less than…… of the aforesaid commodity in the duration of this Agreement.
3. 經銷地區 Territory
只限在……。
In …… only.
4. 訂單的確認 Confirmation of Orders
本協定所規定商品的數量、價格及裝運條件等,應在每筆交易中確認,其細目應在雙方簽訂的.銷售協定書中作出規定。
The quantities, prices and shipments of the commodities stated in this Agreement shall be confirmed in each transaction, the particulars of which are to be specified in the Sales Confirmation signed by the two parties hereto.
5. 付款 Payment
訂單確認之後,乙方須按照有關確認書所規定的時間開立以甲方為受益人的保兌的、不可撤銷的即期信用證。乙方開出信用證後,應立即通知甲方,以便甲方準備交貨。
After confirmation of the order, Party B shall arrange to open a confirmed, irrevocable L/C available by draft at sight in favour of Party A within the time stipulated in the relevant S/C. Party B shall also notify Party A immediately after L/C is opened so that Party
A can get prepared for delivery.
6. 佣金 Commission
在本協定期滿時,若乙方完成了第二款所規定的數額,甲方應按裝運貨物所收到的發票累計總金額付給乙方*%的佣金。
Upon the expiration of the Agreement and Party B's fullfilment of the total turnover mentioned in Article 2, Party A shall pay to Party B…… % commission on the basis of the aggregate amount of the invoice value against the shipments effected.
7. 市場情況報告 Reports on Market Conditions
乙方每3個月向甲方提供一次有關當時市場情況和用戶意見的詳細報告。同時,乙方應隨時向甲方提供其他供應商的類似商品樣品及其價格、銷售情況和廣告資料。
Party B shall forward once every three months to party A detailed reports on current market conditions and of consumers' comments. Meanwhile, Party B shall,from time to time, send to party A samples of similar commodities offered by other suppliers, together with their prices, sales information and advertising materials.
8. 宣傳廣告費用 Advertising & Publicity Expenses
在本協定有效期內,乙方在上述經銷地區所作廣告宣傳的一切費用,由乙方自理。乙方須事先向甲方提供宣傳廣告的圖案及文字說明,由甲方審閱同意。
Party B shall bear all expenses for advertising and publicity within the aforementioned territory in the duration of this Agreement and submit to Party A all patterns and/or drawings and description for prior approval.
9. 協定有效期 Validity of Agreement
本協定經雙方簽字後生效,有效期為天,自至.若一方希望延長本協定,則須在本協定期滿前1個月書面通知另一方,經雙方協商決定。
若協定一方未履行協定條款,另一方有權終止協定。
This Agreement, after its being signed by the parties concerned, shall remain in force for…… days from …… to …… If either Party wishes to extend this Agreement, he shall notice, in writing, the other party one month prior to its expiration. The matter shall be decided by the agreement and by consent of the parties hereto. Should either party fail to implement the terms and conditions herein, the other party is entitled to terminate this Agreement.
10. 仲裁 Arbitration
在履行協定過程中,如產生爭議,雙方應友好協商解決。若通過友好協商達不成協定,則提交中國國際貿易促進委員會對外貿易仲裁委員會,根據該會仲裁程式暫行規定進行仲裁。該委員會的決定是終局的,對雙方均具有約束力。仲裁費用,除另有規定外,由敗訴一方負擔。
All disputes arising from the execution of this Agreement shall be settled through friendly consultations. In case no settlement can be reached, the case in dispute shall then be submitted to the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade for arbitration in accordance with its provisional rules of procedure. The decision made by this Commission shall be regarded as final and binding upon both parties. Arbitration fees shall be borne by the losing party ,unless otherwise awarded.
11. 其他條款 Other Terms & Conditions
(1) 甲方不得向經銷地區其他買主供應本協定所規定的商品。如有詢價,當轉達給乙方洽辦。若有買主希望從甲方直接訂購,甲方可以供貨,但甲方須將有關銷售確認書副本寄給乙方,並按所達成交易的發票金額給予乙方*%的佣金。
Party A shall not supply the contracted commodity to any other buyer(s) in the above mentioned territory. Direct enquiries, if any, will be referred to Party B. However, should any other buyers wish to deal with Party A directly, Party A may do so. But party
A shall send to Party B a copy of Sales Confirmation and give Party B……% commission on the basis of the net invoice value of the transaction(s)concluded.
(2) 若乙方在*月內未能向甲方提供至少訂貨,甲方不承擔本協定的義務。
英文契約模板集錦 篇25
出讓方:戴黛 (以下簡稱“甲方”)
The seller: DAY FREJA ANTIGONE FELICIA M D(hereinafter called Party A)
受讓方:(以下簡稱“乙方”)
The buyer: (hereinafter called Party B)
居間方:上海志遠房地產經紀有限公司 (以下簡稱“丙方”)
The Agent:SHANGHAI ZEAL REALTY CONSULTANT CO.,LTD. (hereinafter called Party C)
在丙方的居間作用下,經友好協商,甲、乙雙方達成如下一致:
Under brokerage by Party C ,both Party A and Party B enter into the following agreement through friendly negotiation:
1、甲方在此陳述其系 上海市南京西路1173弄5號31室(該房屋的所有權及其所占土地的所有權,以下合稱“該房地產”)的合法產權人。甲方已取得的該房地產之《上海市房地產權證》號碼為:靜 _;該房地產之建築面積為 125.3 平米。現甲方有意將該房地產轉讓給乙方,乙方亦願意向甲方購買該房地產。 Party A confirms that she is the legal owner of the property which located at 31 , Block 5_ ,Lane 1173_, West of Nanjing RD, Jing’an _ District, Shanghai. Party A is in The property has an gross floor area of _125.3 _square metres. Now Party A intends to sell the property to Party B, and Party B is interested in buying the property.
2、甲,乙雙方約定該房地產實際成交價格為人民幣 柒佰貳拾萬元整(RMB 7,200,000.00 元_)。由乙方按本協定規定的支付方式支付甲方。
The agreed price of the property is RMB 7,200,000.00 Party B shall pay the sum to Party A according to the terms of this agreement.
3、乙方在此確認其於簽訂本協定前已對該房地產進行了初步驗看。雙方在此同意甲方將該房地產按現狀交付乙方即可,但是甲方必須保證該房地產內的管道,線路暢通,包括該房地產設備的完好可正常使用。在該房地產交付前,上述設備如有故障,甲方應負責任修繕並支付相關費用。
Party B confirmed that she has examined the property before signing this agreement. Both parties agree that Party A shall deliver it to Party B in current conditions . Party A shall ensure that the ducting and wiring of the property, and all the related fixtures and equipment are in good working order. If any is found to be defective, Party A shall make amend before delivery of property and bear the necessary costs.
4、雙方同意本次交易之具體交易程式如下:
The procedure of the transaction for the property is as follows: possession of Shanghai Certificate of Real Estate Ownership, number:
A.雙方同意本協定項下的定金數額為人民幣 壹拾萬元整(RMB 100,000.00 元_)。乙方應於簽訂本協定的當日支付(或補足至)定金計人民幣壹拾萬元整(RMB100,000.00元_)。 Both parties agree that the total amount of the deposit is RMB 100,000.00 ; Party B shall pay the deposit of the amount RMB 100,000.00_ on day of signing this agreement.
甲方賬號如下:
Party A’S bank accout as below:
開戶行:
Bank:
戶名:
Name:
賬號:
Account:
B.甲,乙雙方約定於 20xx 年 3 月 16 日前簽訂《上海市房地產買賣契約》(以下簡稱“該買賣契約”)並申
請辦理公證手續,乙方應於簽訂該買賣契約當日支付甲方首期房價款計人民幣貳佰零陸萬元整 (RMB_ 2,060,000.00 元_)。(包含定金)
Both parties shall sign and notorise the Shanghai Real Estate Sale & Purchase Contract contract (hereafter called the Contract) before 16/3/20xx_. Party B shall pay the first Payment of the amount RMB 2,060,000.00_on the day of signing the Contract(inclusive of the deposit).
甲方賬號如下:
Party A’S bank accout as below:
開戶行:
Bank:
戶名:
Name:
賬號:
Account:
C. 雙方在此確認:本協定下乙方應支付給甲方的第二期房價款計 元_)可以由乙方通過向銀行申請購房抵押貸款的形勢支付,乙方應於支付首期房價款後的 40 _個工作日內,完成貸款審批手續,若銀行貸款審批額度不足,乙方應於辦理產權過戶手續當日補足。 Party B may pay the second payment of the amount RMB_ 5,040,000.00 _in the way of mortgage Loan. Party B shall complete the mortgage application procedure within 40 _ working days after first payment. If the amount of mortgage approved by the bank is less than the second payment, Party
B shall top up the difference when the title is transferred.
D.甲方應於 / 年 / 月 / 日前完成提前還貸及抵押登記註銷手續。
Party A shall repay all outstanding mortgage and cancel the current mortgage registration before/
E. 待完成上述款項所述事項後的 5_日內,甲乙雙方應前往房地產交易中心申請辦理交易之產權過戶,抵押登記手續,並繳納相關稅費。
Both Parties shall go to the Property Exchange Center to apply for the transfer of title and registration of mortgage within 5_ days after the aforesaid has been done ,and pay the prescribed tax and fees.
F.待過戶當日,甲方安排把所有住戶搬離此物業並遷出所有戶口(若有),然後與乙方辦理交房手續,同時乙方支付甲方房價尾款計人民幣壹拾萬元整整_(RMB100,000.00)。
Party A shall vacate all tenants and remove all the residence registration on the day of transfer
of title, and then deliver the property to Party B. Party B shall pay the last payment with the amount RMB 100,000.00 to Party A.
5、待雙方簽定本協定第4條第B款所述之《上海市房地產買賣契約》生效後,本協定自行終止,甲,乙雙方應按買賣契約所列條款履行。
When the Contract takes effect, this agreement is terminated immediately. Both parties shall observe the Contract.
6、甲、乙雙方同意,涉及本交易的各項稅費由甲、乙雙方按國家政策、法規的`規定承擔。甲、乙雙方同意本協定第4條第B款所述之《上海市房地產買賣契約》公證出來後3個工作日內甲乙雙方應前往該房屋所在房地產交易中心申請繳納稅費。
Both parties agree that they shall bear the fees and taxes according to the laws. Both parties shall observe the Contract that they go to the Property Exchange Center and pay the fees and taxes within 3 workdays after the Contract be notarized .
7、雙方約定,本協定履行過程中,若因國家政策未獲批准導致乙方無法購買該房地產的,雙方同意解除本協定互不承擔違約責任。甲方應在收到本協定終止後的_ 5 個工作日內退還乙方已支付的房款(含定金)。
If it is due to government actions which cause Party B not be able to purchase the property, both Parties agree to terminate this agreement without any breach by any party. In such an event Party
A shall return any amount paid by Party B within _5_ working days after the agreement is terminated.
8、在本協定履行的過程中,若因甲方原因導致本協定無法履行,甲方應雙倍返還定金;若因乙方原因導致本協定無法履行,乙方已支付的定金由甲方沒收。
During the course of this agreement, if Party A breaches the agreement, Party A shall return the deposit in double; if Party B breaches the agreement, the deposit paid by Party B shall be forfeited.
9、簽訂本協定後,甲、乙雙方任何一方或雙方未能履行本協定,導致雙方的買賣契約無法簽署的,違約方應向丙方支付違約金,違約金數額為本協定第2條所述房價款的2%。
After signing this agreement, if either Party A or Party B or both paties fail to carry out this agreement, leading to the Shanghai Real Estate Sale & Purchase Contract not able to be signed, the party in breach of the agreement shall pay the penalty to Party C. The penalty is 2% of the actual price as contained in Article 2 of this agreement.
10、本協定用中文和英文寫成,兩種文字具有同等效力。上述兩種文字如有不符,以中文本為準。
This agreement is written in Chinese and English, both versions should be equally valid. If there are differences between the two versions, the Chinese version shall prevail.
11、本協定一經甲、乙雙方或其各自合法授權代表簽字立即生效,本協定一式三份,甲、乙雙方各執壹份,中介方執壹份。
This agreement is signed in three duplicates, all of which are of the same legal effect. Each party shall hold on to one duplicate .
出賣方(甲方) 買受方(乙方)
The Seller(Party A):The Buyer(Party B):
護照號碼/身份證號碼:護照號碼/身份證號碼:
Passport/ID No: Passport/ID No:
國籍:國籍:
Nationality: Nationality:
居間方:上海志遠房地產經紀有限公司 (以下簡稱“丙方”)
The Agent:SHANGHAI ZEAL REALTY CONSULTANT CO.,LTD. (hereinafter called Party C) 地址:上海市長樂路1219號長鑫大廈12樓(200031)
Address:12F, 1219 Chang Le Road, Changxin Tower, Shanghai (200031)
英文契約模板集錦 篇26
有限公司(以下簡稱甲方)系外商投資經營企業,現聘用 (以下簡稱乙方)為甲方契約制職工。根據《勞動法》和《上海市勞動契約條例》以下簡稱(條例),甲乙雙方本著誠信、平等、協商的原則,一致同意簽定本契約。
(hereinafter referred to as “party A”) is a foreign- invested enterprise and employs hereinafter referred to as “party B”) as an employee by contract, according to the“labor law” and the “ordinance on shanghai labor contract”, (hereinafter referred to as “regulation”), both parties agree to sign the contract on the principle of good faith, equality and consultation.
第一條 契約期限 article 1 term of the contract
契約有效期限自 至 止,為期壹年。其中 至 為試用期。
The term of contract starts as from to ; totally one year(s). the probation period thereof is as from to .
第二條 工作崗位 article 2 work position
1乙方應從事辦公室經理工作。乙方將按照甲方的要求工作。其基本職責如下:
(1)人力資源
(2)自德國總部進口產品
(3)日常辦公室事務處理
(4)觀察收集市場信息
(5)客戶服務
(6)會計相關信息支持
(7)銷售團隊相關信息支持
(8)倉庫管理,包括貨物和樣品管理
Party B shall engage office manager in. party B shall perform his duties according to instructions of party A. party B’s basic duties are detailed as follows:
(1)labor management
(2)import the products from German headquarter
(3)manage the daily office routine
(4)monitor and collect market information
(5)customer service
(6)support accountant with relevant information
(7)support the sales team with relevant information
(8)warehouse management ,including the goods and samples.
2. 甲方因工作安排需要和根據乙方的工作能力和工作表現,可隨時更改乙方勞動報酬,但應在國家法律規定的範圍內。
According to the needs of work, the work ability and the work performance of party B, party A can change the income of party B at any time, but subject to the regulations made by the state.
3.如果甲方認為乙方的工作能力和工作表現不符合本條第1款規定的工作要求,甲方有權在任何時候調換乙方的工作崗位、工作地點及勞動報酬,或解除本勞動契約。
If party A thinks that party B’s work ability and work performance can not meet the requirements under item 1 of this article , party A has the right to change party B’s work position, the location of working, the income, or terminate the labor contract at any time.
第三條 工作條件和勞動保護 article 3 working conditions and working protection
甲方須為乙方提供符合國家規定的安全衛生的工作環境,並向乙方提供必要的勞動防護用品。
Party A shall provide party B with the safe and healthful working environment and essential working protection according to the prc regulations.
第四條 工作時間 article 4 working time
1. 乙方每天和每周工作時間參照甲方有關規定。
The daily and the weekly working time refer to party A’s relative regulations.
2.乙方享有國家規定的法定節假日、年假和其他法律法規和員工手冊規定的假日。
Party B is entitled to mandatory public holidays, the annual leave and other leaves according to laws and regulations and labor handbook.
3.乙方為甲方工作滿12個月後,乙方每年可享有10天帶薪休假;工作滿五年後每年享有15天帶薪休假;滿十年後每年享有20天帶薪休假。乙方要休假時,應提前壹個月向甲方提出書面申請,得到甲方書面批准後,乙方才可休假。但員工每年可以享有最多五天的`跨年度帶薪休假。跨年度休假必須在第二年第一季度最後一天前休完。
After working for party A for 12 months, party B is entitled to 10 days annual leave with full income each year. after working for party A for 5 years, party B is entitled to 15 days annual leave with full income each year. after working for party A for 10 years, party B is entitled to 20 days annual leave with full income each year. when party B wants to have a vacation, party B should provide an application in writing one month in advance. upon the written approval from party A, party B may have a vacation with full income. but party B may enjoy at most five days’ trans- year annual leaves that shall be completed by the last day of march in the next year.
第五條 勞動報酬 article 5 compensation
1. 乙方收入參照本契約中附屬檔案1的規定。甲方實行新的工資制度時,乙方的工資待遇按新的制度予以調整。
The income of party B is set out in appendix i of this contract. the income of party B will be adjusted accordingly when party A carries out a new income system.
2. 甲方實行年12個月薪金制,工作滿一年後,每年十二月份發雙薪。發薪日為第二個月的5號左右。甲方視乙方在服務的上一年中的表現和甲方的財務狀況決定乙方是否享有年終獎金。乙方若在得到年終獎金後的六個月內辭職的,應在其離開公司前返還其全額年終獎金。 Party A carries out a system of 12 months’ income each year,after he or she have worked for one year,he or she can get the double salary in decmber of each year. the day of payment is about the 5th day of the next month. the annual bonus is subject to party A’s financial situation and party B’s work performance in the previous year. if party B resigns within 6 months after party B received the annual bonus for the previous year, party B shall refund this bonus back to party A before party B leaves the company.
第六條 勞動保險和福利待遇 article 6 insurance and welfare
乙方因生、老、病、傷、殘、死,甲方按國家和地方有關規定辦理。
If party B gives birth, retires, falls in sickness, is injured, disabled, died, party A shall deal with it according to the national and local regulations relating to birth, pension, sickness, injure, disability and death.
第七條 勞動紀律及獎懲 article 7 working regulations, reward and punishment
1. 乙方應遵守國家的法律法規,並遵守甲方的各項規章制度。
Party B should abide by the law and regulations and the internal rules made by party A.
2. 乙方被依法追究刑事責任的, 契約自動解除。
this contract shall be terminated automatically if party B is accused by criminal charge.
3.未經甲方書面同意,乙方不得在外兼職,也不能在任何情況下使用或準許他人使用其為甲方工作期間所獲得的任何信息,包括但不限於,泄漏任何技術,市場或財務檔案或信息給第三方。任意此類違反將被視為嚴重違反契約,一經發現,乙方應向甲方支付違約金50,000元人民幣。如造成甲方的經濟損失,乙方應當承擔賠償責任。
Without the writing approval by party A, party B shall neither have a part time job outside at the same time nor in any form use or permit any person to use any information obtained during the period of its working for party A, including but not limited to, divulging or leaking any technical, market or financial documents or information to any third party. any disobey shall be considered as the serious breach of the contract. once found out, party B shall pay a penalty fee, amounting to 50,000 yuan to party A. if such breach causes the losses of party A, party B shall bear all liability for compensation.
4.對於甲方為了業務需要給予乙方的預支款,一般情況下,乙方應在預支後的十個工作日內提供甲方要求的結算憑證,返還剩餘預支款,與甲方完成結算;無論如何,該預支款應在預支後一個月內結算完畢。
As to the advance granted by party A to party B for the business needs, in the normal case, party B shall provide invoices or bills for settlement required by party A, refund the remainder and complete the settlement with party A within ten working days from the date of the granting; in any event, such advance shall be settled in one month from the date of the granting.
第八條 契約的解除 article 8 terminate of the contract
1. 符合下列情況之一(除了第四項),甲方可以無需事先通知乙方解除本契約:
If any following situation (exclusive of item 4) occurs, party A has the right to terminate the contract without the notice in advance;
(1)在試用期內,甲方可無條件辭退乙方;
During the probation, party A may dismiss party B without any reason at any time;
(2)甲方認為乙方因嚴重違反勞動紀律或規章制度的;
Party A thinks that party B seriously violates the working discipline and stipulations;
(3) 乙方嚴重失職、營私舞弊、泄露重要商業信息;
Party B has serious neglect of duty,jobbery or leak out of important business information;
(4) 甲方認為乙方工作表現及能力不能達到本契約第二條第一款的要求;
Party A thinks that party B’s work performance and ability cannot meet the requirements under article 2 item 1 hereunder;
(5) 如果乙方嚴重違反最新>及其他不時制定的規章制度。
If party B seriously violates any rules or regulations set out in the latest version of “labor handbook” and internal rules stipulated from time to time.
2. 符合下列情況之一的,甲方不得解除本契約,但本契約第八條第一款規定和法律法規規定的情況除外。
If any following situation occurs, party A has no right to terminate the contract, but except the situation set out in article 8 item 1 and laws and regulations.
(1) 乙方因病或非因工負傷在規定的醫療期內。
If party B is sick or injured, party A has no right to terminate the contract during the treatment or convalescence period.
(2) 實行計畫生育的乙方(指女方)在孕期、產期和哺乳期間。
During the period of the pregnant, giving birth and lactation of party B who abide by the birth control regulation of prc.
3. 乙方提出辭職的。應提前以書面形式向甲方提出申請。未經甲方書面批准,乙方不得辭職。甲方只有在每年下述兩個時期對乙方辭職申請進行答覆。該兩個時期為每年五月至六月(針對去年十一月至當年四月提出的申請),十一月至十二月(針對當年五月至當年十月提出的申請)。 在甲方批准乙方的辭職,乙方將工作項目與甲方交接後,並將所使用的所有儀器、工具以完好,清潔,功能正常的狀態返還給甲方後,方可辦理解除或終止契約的手續,但是前提是乙方還應自甲方接受其辭職後根據甲方要求,繼續為甲方工作二個月,除非甲方放棄該權利。該二個月期滿後,雙方勞動關係最終解除或終止,乙方所享有的所有待遇如工資都即刻終止,其放棄提出任何經濟要求。如果乙方不按照上述規定辦理離職手續,在勞動關係正式解除前未經甲方同意即停止工作或不辦理交接,即視乙方放棄所有根據法律和契約其享有的權利和待遇,如休假、任何補償金等,甲方也不再對乙方負有任何責任,並有權追究其違約責任。
If party B wants to resign, she should provide party A with a written application in advance. without the written approval, party B is not allowed to resign the job. party A only makes a reply in response to party B’s application of resignation during the following two periods, which is the period from may to june and the period from november to december each year, respectively. the reply during the period from may to jun each year is made for the application provided in the period from november last year to april this year. the reply during the period from november to december each year is made for the application provided in the period from may to october this year. after party A approves, in writing, the resignation, party B handed over the works it is responsible for to party A and delivered all working tools used by party B in complete, clean, and good condition back to party A, party B can be allowed to go through the procedure of terminating the contract, provided however that per requirements of party A, party B shall continue working for party A for two months as from the date of the acceptance by party A of his resignation, unless party A waives the right of such requirement. when such two months expires, the contract is formally terminated, any claim and right enjoyed or had by party B, such as income claims, shall be deemed as termination or expiration. party B gives up all rights of any claims against party A. if party B fails to handle the procedure of resignation stipulated above, stop working for party A or reject handing over his works to party A without the consent of party A before the formal termination of labor contract, such activities of party B shall be deemed as the waive of any right and claims party B enjoys or provides according to the labor contract and laws, such as holidays and severance payment in all kinds, and therefore party A has no any liability to party B and has the right to take action against it.
4. 甲乙雙方任何一方提出解除契約,應提前壹個月書面通知對方 ( 本契約第8.1和 9.3條規定的情況除外)。該書面通知原則上應由雙方簽字。如接受通知一方不同意簽字,則通知方可將該通知以掛號信的方式郵寄至下述對方地址即視為送達。但按照本契約第8.1條(1)、(2)、(3)、(5)項規定解除勞動契約的不必提前通知對方除外。
If any party wants to terminate the labor contract, a written notice should be given to the other party 1 month in advance (exclusive of any one of article 8.1 and article 9.3). both parties should sign on this notice in principle. if the party receiving the notice is not willing to sign this notice, the notifying party shall post the notice by registered letter to the other party At the following address, which shall be deemed as delivery. according to any one of article 8. regulation 1. item (1),(2), (3),and (5),a written notice in advance is not required to be given by one party to the other party. party A’s address:
第九條 雙方約定其他條款 article 9 other provisions agreed by parties
1. 在契約期間,所有與甲方雇用有關或執行甲方的任務或者主要是利用甲方提供的條件所完成的發明創造和成績,無論是通過腦力或體力,均屬職務發明創造,歸甲方所有,未經甲方批准不得以乙方名義申請專利,不得對外公開或交付其他方使用。
All inventions and other achievements of party B whatever through intellectual as well as physical, which are made during and in connection with the employment at party A, or for completing the assignment of party A, or by the condition provided by party A, shall be deemed as employment invention and achievement and therefore belong to party A. without the approval by party A, party B shall not apply for patents and make it public and use it by other methods in the name of party B.
2. 對於甲方在本契約期內向乙方提供的培訓,乙方應遵守甲方的培訓規定, 並不得向第三方泄露培訓涉及的事宜.
For each training provided by party A to party B during the term of the contract, party B shall follow the traininging instructions of party A strictly. any information provided relating to such training is not allowed to be disclosed to any third party.
3.乙方掌握甲方生產技術,專利,經營等商業秘密的,其不得向任何第三方透露任何與上述有關的信息,即使在契約終止或解除後。如果乙方在要求解除勞動契約時,應提前6個月向甲方提出書面申請,以便甲方進行必要的崗位調整,乙方同意在該期間內的工資按照調整後的崗位工資標準計算。
Where party B has access to technical, patent or management secrets, it is strictly forbidden for party B to leak out any of these information to any third party, even after termination of this contract. if party B wants to terminate this contract he should notify party A 6 months in advance with written resignation letter so that party A may move the position of party B. party B agrees that during said period, the income of party B is calculated according to the income standard for new position for party B.
第十條 違約責任 article 10 breach liability
1. 乙方違反本契約第八條第3款和第4款規定的時限解除勞動契約,必須支付相當於乙方一個月收入的賠償金。
If party B violates the provisions relating to the time for terminating the contract prescribed in article 8. regulation 3 and 4 to terminate the contract, such party shall pay one-month income of party B to the other party As compensation.
2.無論雙方以任何形式解除勞動關係,乙方必須及時根據甲方的要求辦理完整工作交接手續,否則甲方將要求乙方支付相當於乙方一個月收入乘以乙方在甲方工作年限數的賠償金。 Party B shall completely hand over the job in time to party A no matter under which condition to terminating the contract, otherwise party B should pay party A a compensation, amounting to one month income of party B multiplying the amount of years party B has been working for party A.
3. 乙方如違反本契約第九條任意一款,乙方必須支付甲方至少50,000元人民幣。
If party B violates any regulation of article 9. party B shall pay at least 50,000 rmb a penalty to party A.
第十一條 勞動爭議 article 11 dispute
本契約在上海簽訂. 甲乙雙方發生勞動爭議時,由爭議的一方或雙方向上海市 區勞動爭議仲裁委員會申請仲裁。
this contract is signed by both parties in shanghai. if any dispute arises between party A and party B, the dispute can be solved by applying for arbitration with the district’s labor arbitration committee of shanghai.
第十二條 其他 article 12 miscellaneous
1. 本契約一式二份,甲乙雙方各執一份,經甲方法定代表人或授權人簽字和乙方簽字並加蓋甲方公章後生效。兩份契約具有同等的法律效力。雙方間的勞動關係正式從乙方的招工錄用手續辦理完畢之日起開始計算。
The contract is made in 2 originals, each party holding one. this contract becomes effective upon the execution of the legal representative of party A or authorized persons and party B, together with the company seal of party A. both originals have the same legal force. the labor relationship between both parties shall formally commerce as from the date of the completion of recruitment of party B.
2. 本契約簽署後,乙方應配合甲方辦理其招工錄用手續。如因乙方個人原因導致招工錄用手續無法及時辦理完畢,乙方應承擔由此引起的一切後果。
After the execution of this contract, party B shall cooperate with party A to handle the procedure of recruitment. in the event that party B’s personal reason causes the failure of completion of such recruitment, party B shall bear all liability incurred.
3. 如果與契約條款有關的國家法律法規有所變更, 該契約其他部份將繼續有效。
If any clause or regulation of this contract is or will become invalid due to the change of national laws and regulations, the rest of this contract will remain valid.
4.甲方不時制定或修改的規章制度及《員工手冊》是本契約的組成部分。
The internal rules and employee handbook stipulated or modified by party A from time to time constitute a part of this contract.
甲方: party A: 代表: representative: 蓋章: stamp
乙方 party B: 身份證號碼
英文契約模板集錦 篇27
contract for equipment sales and technology licensing
contract no. ____________________
this contract (hereinafter referred to as the “contract”) is made and entered into as of ________ (the date of signature ) in ________ (the place of signature) through friendly negotiation by and between _____________, a company incorporated and existing under the laws of ____________ with its registered address at _________________________________, and with its principal place of business at _________________________________ (hereinafter referred to as the “buyer”), and ____________________, a company incorporated and existing under the laws of the people’s republic of china with its registered address at _________________________________, and with its principal place of business at _________________________________(hereinafter referred to as the “seller”).
whereas, the buyer desires to engage the seller to provide the equipment, related design, technical documentation, technical service and technical training and to obtain from the seller a license of patent and/or know-how in relation to the erection, test run, commissioning, performance test,operation and maintenance for the equipment, as well as manufacture of the contract products. now it is hereby mutually agreed as follows:
article 1 definitions
1.1 “acceptance ”means the buyer accepted the equipment in accordance with article 11.5.
1.2 “commissioning” means the operation of the equipment in accordance with article 11.4 for the purpose of carrying out performance test.
1.3 “contract” means this contract signed by and between the buyer and the seller, including appendices attached which shall form an integral part of this contract.
1.4 “contract products” refers to all types of the products manufactured with patent and/or know-how under the contract, details of which are specified in appendix 1.
1.5 “destination airport” refers to _____________airport.
1.6 “effective date of the contract” means the date when the contract enters into force upon fulfillment of all the conditions stated in article 18.1.
1.7 “equipment” means the equipment, machinery, instruments, spare parts and materials supplied by the seller as listed in appendix 3.
1.8 “erection” means placing the equipment to the positions according to the design drawings, and connecting it with relevant equipment and utilities.
1.9 “improvement” refers to new findings and/or modifications made in the validity period of the contract by either party on patent and/or know-how in the form of new designs, formulas, recipes, ingredients, indices, parameters, calculations, or any other indicators.
英文契約模板集錦 篇28
買 方: (The ;Buyers)
賣方: (The Sellers)
茲經買賣雙方同意按照以下條款由買方購進,賣方售出以下商品:
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) 商品名稱:
Name of Commodity:
(2) 數 量: Quantity:
(3) 單 價: Unit price:
(4) 總 值: Total Value:
(5) 包 裝: Packing:
(6) 生產國別: Country of Origin :
(7) 支付條款: Terms of Payment:
(8) 保 險: insurance:
(9) 裝運期限: Time of Shipment:
(10) 起 運 港: Port of Lading:
(11) 目 的 港: Port of Destination:
(12)索賠:在貨到目的口岸45天內如發現貨物品質,規格和數量與契約不附,除屬保險公司或船方責任外,買方有權憑中國商檢出具的檢驗證書或有關檔案向賣方索賠換貨或賠款。
Claims:
Within 45 days 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:由於人力不可抗力的原由發生在製造,裝載或運輸的過程中導致賣方延期交貨或不能交貨者,賣方可免除責任,在不可抗力發生後,賣方須立即電告買方及在14天內以空郵方式向買方提供事故發生的證明檔案,在上述情況下,賣方仍須負責採取措施儘快發貨。
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:凡有關執行契約所發生的一切爭議應通過友好協商解決,如協商不能解決,則將分歧提交中國國際貿易促進委員會按有關仲裁程式進行仲裁,仲裁將是終局的,雙方均受其約束,仲裁費用由敗訴方承擔。
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.
買方: 賣方:
(授權簽字) (授權簽字)
【拓展延伸】
1.前言 Preamble
一份標準英文契約通常可以分為前言(Preamble)、正文(Operative part)、附錄(Schedule)及證明部分即結束詞(Attestation)四大部分組成。
前言(Preamble)由“Parties”及“Recitals”兩部分組成。
“Parties”為必備條款,在很多時候稱為“commencement”即契約的開場白,主要介紹契約各方的名稱或姓名、註冊地及地址、郵編及在契約中的簡稱。當然,並不是所有的契約都要詳細介紹以上諸要素,在許多簡單契約中,只是提一下各方的名稱。
I. 以下為“Parties”的常用表達方式:
1. This Agreement is entered into by and between ____ and ____.
本協定由以下雙方____和___ 簽署。
2. This Agreement is entered into by and between ____ (hereinafter referred to as____) and ____ (hereinafter referred to as "_____"), whereby it is agreed as follows:
本協定由以下雙方____(以下簡稱____)和_____(以下簡稱___)簽署,達成如下協定:
註:在很多契約中,這部分加入簽約事由,如:
This Agreement is entered into through friendly negotiations between _____ Co.
(hereinafter referred to as the “Party A”) and _____ Co. (hereinafter referred to as the “Party B”) based on equality and mutual benefit to develop business on the terms and conditions set forth below:
本協定由_____(以下稱為甲方)和____(以下稱為乙方)為發展業務在平等互利的基礎上籤訂,其條款如下:
This Agreement is entered into between _____ (hereinafter referred to as "Company"), and ______, (hereinafter referred to as "Employee") pursuant to paragraph VIII(2) of the Employee Handbook, whereby it is agreed as follows:
本“協定”由_____(以下簡稱“公司”)與_____(以下簡稱“雇員”)根據“雇員手冊”第VIII(2)款簽署,“協定”內容如下:
II. 以下為標準的“Parties”條款:
3. This Agreement is made and entered into this _____th day of _____ in the year of ____ by and between ______, a company duly organized and existing under and by virtue of the laws of ______, with its principal place of business at _____ (hereinafter referred to as “_____”), and ______, a company duly organized and existing under and by virtue of the laws of _____, with its principal place of business at _____ (hereinafter referred to as “_____”), whereby it is agreed as follows:
本契約由______,在_____法律之下並憑該等法律正式組織並存在的公司,其主要營業地點在______(下稱_____),與_____,在_____法律之下並憑該等法律正式組織並存在的公司,其主要營業地點______(下稱代理人),於_____日簽訂和締結,協定如下:
III. “Recitals” 由數個以"Whereas"字樣開頭的句子所組合而成(這些句子俗稱為“Whereas Clauses”),表示當事人乃是在基於對這些事實(例如訂約的目的、背景來由等)的共同認識,訂立此契約。
4. This Agreement is made and entered into this _____ day of _____ in the year of ____ by and between _______, a company duly organized and existing under and by virtue of the laws of ______, with its principal place of business at ______ (hereinafter referred to as “_____”), and ______, a company duly organized and existing under and by virtue of the laws of ______, with its principal place of business at ______ (hereinafter referred
to as “_____”)
WITNESSED
WHEREAS, NOW THEREFORE, the parties hereto agree as follows:
本契約由_____,在_____法律之下並憑該等法律正式組織並存在的公司,其主要營業地點在______(下稱_____)(或下稱供應商),與_______,在_____法律之下並憑該等法律正式組織並存在的公司,其主要營業地點_
鑒於
因此,雙方當事人達成以下協定:
註:WITNESSED可以用WITHNESSTH、WITHNESSTH THAT等來代替。
IV. 在很多美國常用契約中,在很多情況下直接用RECITALS引導數個陳述語句或“Whereas Clauses”。下面為一個資產購買協定實例:
This ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as of May 19, 1997 by and among AAA, a Delaware corporation ("AAA"), BBB, a Delaware corporation and wholly-owned subsidiary of AAA ("Buyer"), CCC ("Summit"), and DDD, an Oregon corporation and wholly-owned subsidiary of Summit ("Seller").
RECITALS
A. The Boards of Directors of each of Summit, Seller, AAA and Buyer believe it is in the best interests of each company and their respective security holders that Buyer acquire certain listed assets and assume certain listed liabilities of Seller (the "Acquisition").
B. On the date hereof, Buyer has executed a $2,000,000 irrevocable purchase order to purchase 400 time-based licenses for Summit's Visual HDL interfaces for Visual Test bench ("VTB") software on AAA's standard form of purchase order, which is payable within five (5) business days after the date hereof.
NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the parties agree as follows:
2. 定義 Definition
在正文(Habendum)部分,通常第一章為定義(Definitions)部分。
定義條款即對契約中涉及的術語及名詞作出限定、解釋的條款。它可以散見於契約各個部分,但對於一些大型的、重要的契約,通常將其置於第一章。
I. 常見的定義語句常用mean, refer to, be construed as, include等來表達。如:
1. "Territory" means the United States of America.“銷售地區”是指美利堅合眾國。
2. “Commencement date” shall mean the date of signing this agreement by the last signing party hereto.
“協定生效日”是指本“協定”最後簽字的一方簽署本“協定”的日期。
3. The “agreement” herein referred to shall mean this agreement of agency by entrustment.
“協定”在這裡是指本委託代理協定。
4. “Code” shall refer to the current and applicable Internal Revenue Code.
“法”是指當前可用的國內稅收法。
5. Reference to any statutory provision shall be construed as a reference to the same as it may have been, or may from time be, amended, modified or re-enacted.
引用法律規定理解為引用其本身外,還包括其修訂、修正或重新實施案。
6. "Expenses" include costs, charges and expenses of every description.
“費用”包括各種形式的金錢支出。
II. 還有一類特殊的定義語句,即對於「單、複數」及「陰、陽性」名詞的範圍定義。通常都是用include來表達:
1. "Stock Certificate" includes "stock certificate" and "stock certificates".
契約中的“股票”,包括單數與複數。
2. "He" includes "he" and "she".
契約中的“他”,包括“他”與“她”。
3. Words using the singular or plural number also include the plural or singular number.
採用單數或複數的單詞也包括複數或單數。
III. 定義語句中,有時需限定範圍。而通常用得最多的是:“for the purpose of ”及“in relation to” 某概念的定義條款,如果適用範圍僅限於契約的“特定部份”,可以用“for the purpose of ”來為定義條款起頭。而如果定義條款是針對契約的“特定概念”,就用“in relation to”來界定。如下例:
1. For the purpose of this Agreement, "Products" means all types of the machineries manufactured by Manufacturer as are specified in Attachment A hereto.
本協定所稱的“產品”,指製造人所製造如附屬檔案A表列之各式機器。
2. "Address" means-
(a) 就自然人而言in relation to an individual, his usual residential or business address; and
(b) in relation to a corporation, its registered or principal office in the Republic of China.
“地址”就自然人而言,指通常之居所或工作場所;就公司而言,指位於中華人民共和國之註冊所在地或主營業所。
IV. 在定義條款中,在定義語句前有時會加上一些陳述語句來引導,如:
1. For the purpose of this Agreement, each of the following terms shall have the following meaning respectively:
就本契約的目的而言,下列各用語,分別具有下述意義:
2. In this Agreement, the following words or expressions shall have the meanings given to them respectively below:
本協定內所用詞句的意義,明確闡述如下:
3. In this agreement unless the context otherwise requires, the following words and expressions shall have the meanings assigned to them hereunder:
除非本“協定”有明確規定,下列詞語應當具有如下規定之意義:
4. The following are the definitions of various terms used in this Agreement:
本“協定”使用之術語定義如下:
3. 有效期 Period of validity
有效期(Term)條款通常規定契約的有效期限,何時生效及到何時結束,契約結束後必要時如何延展等等。
I. 以下為“Term”的常用表達方式:
The term of this contract is for a _____ year period.契約的有效期為_____年。
如:The term of this contract is for a one (1) year period.
2. The contract is for a _____ month period, commencing _____.
契約的有效期為_____月,開始於______。(期限)
a. The contract is for a 12 month period, commencing September 17, 20xx thru September 16, 20xx.
b. The contract is for a 6 month period, commencing 4-1-03 and ending 9-30-20xx.
3. This agreement remains valid for _____ year(s), i.e. commencing on ______, _____and terminating on ______, _____.
本協定在_____年之內有效,即從_____年_____月_____日起生效,_____年_____月_____日起到期。
4. The contract term is hereby extended for the period____.
契約的有效期為_______。
如:The contract term is hereby extended for the period____ in accordance with Section E, Paragraph 10, Term of Contract and Contract Extension.
II. Term條款除了規定契約的期限外,通常另外契約期限的延展“Extension”。
1. The contract period is for _____ year with option to re-new for _____ year.
契約有效期為_____年,同時可以選擇延長_____年。
2. The contract is for a _____ month period, commencing _____. The contract may be renewed for up to _____ year option periods.
契約的有效期為_____月,開始於_______,同時可以選擇延長_____年。
3. This agreement shall commence on the commencement date and shall endure for a continuous period of _____ years. Thereafter it will be automatically renewed for successive periods of _____ years on the same terms and conditions unless one of the parties had given _____days notice of termination.
本協定應自生效日生效並在_____年內有效。此後,除非一方當事人提前_____天書面通知對方當事人終止本協定,本協定有效期自動延長_____年,協定條款不變。
III. Term條款並沒有十分固定的表達方式,以下即是一些契約中Term的實例:
1. This Agreement shall be valid and remain in force for a period of three (3) years commencing from the date appearing first above written upon the signing of both Party A and Party B and shall be extended for another period of three (3) years on the same terms and conditions unless either of the parties hereto gives the other party at least thirty (30) days prior written notice to terminate this Agreement prior to the expiration of the original term.
本契約須從上面首次寫明的甲方和乙方簽訂本約的日期起生效並保持效力三年,並將按同樣條件延長三年,否則與約任何一方至少須在原定時間期滿前三十天給予另一方提前終止本契約的書面通知。
2. At any time and from time to time during the period commencing on the date hereof and terminating on ______, 20___, party A may in writing advise party B.
自本協定簽訂之日起到______年______月協定終止這段期間內,甲方可隨時以書面形式通知乙方。
3. The term of this Agreement shall be three years from the effective date, unless terminated in accordance with Article VI- (3) and Article IX.
本契約的期限除非根據第8條第3款及第9條的規定終止外,有效期為3年。
4. The contract is valid from _______ until _______.
The contract period is automatically extended for any leave of absence allowed for in law.
契約的有效期為從______到_____。
5. The term of this Agreement shall commence on the _____ day of _____ and end on the _____ day of _____ Upon expiration of the above initial term, this Agreement shall automatically be renew and extended for a like period of time unless terminated in writing by either party _____ days prior to the date for such renewal.
本協定期限為__年____月____日至__年___月___日。除非續訂日前_____天一方以書面方式提出終止,否則上述首期屆滿後,協定應自動續訂,延長時間與前期相同。
4. 不可抗力 Force Majeure
Force Majeure條款是一種免責條款,即免除由於不可抗力事件而違約的一方的違約責任。一般應規定的內容包括:不可抗力事件的定義(Definition of Force Majeure)以及不可抗力事件的後果(Consequences of Force Majeure) 。在Force Majeure條款中,兩者屬於因果關係,難以截然分開。
I. 對於Force Majeure的定義,《契約法》定義如下:
本法所稱不可抗力,是指不能預見、不能避免並不能克服的客觀情況。
For purposes of this Law, force majeure means any objective circumstance, which is unforeseeable, unavoidable and insurmountable.
II. 以下是Force Majeure條款的舉例:
1. Neither party shall be responsible for delays or failures in performance resulting from acts or facts reasonably beyond the control of that party.
任何一方不應對因其無法控制之行為或事實造成協定延遲履行或不履行承擔任何責任。
2. Either Party shall not be liable for any delay caused by any unpredictable factor or any factor which is unavoidable or insurmountable by reasonable means at the time of conclusion of this Agreement, or any loss caused by failure in fulfillment of obligations as stipulated herein.
協定任一方無須對因任何在本協定簽訂時無法預見或以合理手段也無法避免或克服之原因造成的遲延或不履行本協定之義務所造成的損失承擔責任。
註:以上採用的是類似《契約法》概括的定義方法。而契約為不可抗力定義時更多地採用列舉的方法。
3. Neither party of this Agreement, directly or indirectly owing to any causes or circumstances beyond its control, including Acts of God, Governmental orders or restriction, war, warlike conditions, revolutions, strike, lockout, fire and flood.
本契約任何一方當事人對直接或間接地由於其無法控制的原因或情況包括自然災害、政府命令或限制、戰爭、戰爭狀態、革命、罷工、工廠被關閉、火災、水災等而未能履行或延遲履行契約或契約一部分的行為,不負任何責任。
注: Acts of God通常也譯為“不可抗力”,但主要是指自然災害;而Force Majeure則包括自然及人為兩方面。
4. Neither party will be liable for nondelivery, misdelivery or late delivery (other than the payment of money due hereunder) caused by circumstances beyond its reasonable control, including, among others, war, civil strife or commotion, riots, strikes, fires, floods, acts of God, inability to obtain materials, failure of carriers or compliance with any law, regulation or governmental order.
任何當事人將不會為任何因為不可控制的情況產生的未交付貨物、交付錯誤或延遲交貨(除了支付應付款)。不可控制的情況包括戰爭、國內鬥爭或*亂、騷亂、罷工、火災、洪災、自然災害、無力獲得材料、承運人的失誤、遵守法律、法規或政府令。
5. Should either of the parties to the contract by prevented from executing the contract by force majeure, such as earthquake, typhoon, flood, fire and war and other unforeseen events, and their happening and consequences are unpreventable and unavoidable, the prevented party shall notify the other party by cable without any delay, and within 15 days thereafter provide the detailed information of the events and a valid document for evidence issued by the relevant public notary organization
for explaining the reason of its inability to execute or delay the execution of all or part of the contract. Both parties shall, through consolations, decide whether to terminate the contract or to exempt the part of obligations for implementation of the contract or whether to delay the execution of the contract according to the effects of the events on the performance of the contract.
由 於地震、颱風、水災、火災、戰爭以及其它不能預見並且對其發生和後果不能防止或避免的不可抗力事件出現,致使直接影響契約的履行或者不能按約定的條件履行 時,遇有上述不可抗力的一方,應立即電報通知對方,並應在十五天內,提供不可抗力詳情及契約不能履行、或者部分不履行、或者需要延期履行的理由的有效證明 檔案。此項證明檔案應由事故發生地有權證明的機構出具。按其對履行契約影響的程度,由雙方協商決定是否解除契約,或者部分履行契約,或者延期履行契約。
6. Force majeure shall hereof consist of the following events:
下述事件構成不可抗力:
Where such cases as war, earthquake, serious windstorms, snow, or fire or other events which no party can foresee and prevent from happening occur;
發生戰爭、地震、嚴重的風災、雪災、火災或其他各方無法預見、無法抗拒的事故。
The related laws and regulations in collection with the execution of duties by any party to this Agreement undergo changes, under which this Agreement will be illegal or the transfer cannot be fulfilled.
自本協定簽訂之日起與本協定任何一方履行本協定相關的法律、法規發生變更致使本協定非法或轉讓行為無法完成。
In event of the occurrence of the above-mentioned events, if any party (hereinafter referred to as the “Effected Party ”) has been delayed or deterred from performing the duties of this Agreement in the course of its execution, the Affected Party shall be free from any liabilities for breach of the agreement and for compensation.
在發生本協定不可抗力事件之後,任何一方(以下簡稱受影響方)在履行本協定義務時受到拖延或不能履行時,受影響方不承擔任何違約責任及賠償責任。
In event of the force majeure, the affected party shall, within _____days from the date of the occurrence, notify the other party of the impact of such events on the execution of the duties in this Agreement, by telex, telegraph or in any other lawful written form, and simultaneously submit the relevant official credentials concerning the force majeure herein.
在發生不可抗力事件時,受影響方應自不可抗力事件發生之日起_____天內以電傳或電報或其他任何合理書面方式,通知另一方有關不可抗力的發生和不可抗力對其履行本協定的義務的影響,同時應呈交不可抗力的有關官方證明。
Should the effect of the force majeure cases last more than _____ days, both parties shall consult each other about the alterations of this Agreement; in case they fail to reach an agreement, Chapter 8 shall thereupon apply.
在不可抗力事件延續_____天后,雙方必須磋商本協定的變更,雙方未能協商一致的,適用本協定第八章的規定。
7. Force Majeure不可抗力
(1) No party to this Contract shall be liable to the other party for any failure of or delay in performance of its obligations hereof nor be deemed to be in breach of this Contract, if such failure or delay has arisen from "force majeure."
如果任何一方因不可抗力而款能履行或推遲履行其義務,則不對另一方負責,也不應視作違反契約。
"Force Majeure" means circumstances and conditions beyond the control of either parties, that would render it impossible for either the Owner or the Contractor to fulfill their obligations under this Contract, or delay such fulfillment. Any of the following matters are considered "force majeure."
“不可抗力”指業主或承包商無法控制的情況,使當事人未能按本契約履行其義務,或者不得不延遲履行其義務。下列情況均被視作“不可抗力”:
a. war, hostilities, act of foreign enemy, invasion, warlike opera-tions (whether war to be declared or not) or civil war;
b. mutiny, civil commotion assuming the proportions of or amounting to a popular rising, military rising, insurrection, rebellion, revolution, military or usurped power, or any act of any person acting on behalf of or in connection with any organization with activities directed towards the overthrow by force of the Government de jure or de facto, or to the influencing of it by terrorism or violence;
c. earthquake, flood, fire or other natural physical disaster;
d. denial of the use of all ports, airports, shipping services or other means of public transport;
e. strike or lock out or other industrial concerted action by workers, affecting the fulfillment of Contractor's and subcontractors' obligations;
f. and other unforeseen circumstances beyond the control of the parties so affected rendering the fulfillment of their obligations impossible.
a. 戰爭、敵對事件、外敵行動、入侵、類似戰爭的軍事行動(不管是事宣戰)、內戰;
b. 士兵譁變、民眾*亂、軍事叛亂、起義、造反、革命、篡權、或者任何個人代表某個組織或與某個組織有聯繫、旨在以暴力推翻合法或現存政府、或以恐怖主義或暴力對政府施加影響的行為;
c. 地震、洪水、火災或其他自然災害;
d. 所有港口、機場、船運或其他公共運輸工具的使用均遭拒絕;
e. 工人罷工、工廠停工、或其他的勞工聯合行動,影響了承包商和分包商履行其義務;
f. 當事人無法控制、從而使其不能履行義務的其他任何意外情況。
(3) If either party to this Contract is prevented or delayed from or in performing any of his obligations under this Contract by force majeure, then he may notify the other party of the circumstances constituting the force majeure and of the obligation performance of which is thereby delayed or prevented and the party giving the notice shall thereupon be excused from the performance or punctual performance, as the case may be, of such obligation for so long as the circumstances of prevention or delay may continue.
如果本契約任何一方因不可抗力不能或延遲履行本契約規定的任何義務,他可將不可抗力和由此造成的延遲或妨礙情況通知另一方。發出通知的一方允許根據具體情況及妨礙或延遲持續的時間免於履行或推遲履行契約。
(4) If by virtue of the preceding sub-clause dither party shall be excused from the performance or punctual performance of any obligation for a continuous period of ________ months, then either party may at any time thereafter terminate this Contract by giving a written notice to the other party.
根據本第款第3分條規定,如果任何一方免於履行或推遲履行其義務的時間持續了____個月,那么任何一方都可隨時向另一方發出書面通知,終止本契約。
5. 修改 Modification
契約修訂 (Modification)條款為契約常用條款.主要規定了契約修訂的方式與途徑。例如:書面契約,只能以書面方式進行修訂,口頭修訂內容無效。
I. Modification條款通常較為簡單,以下為一些常用比較簡約的表達方式:
1. The contract can be amended only after the amendment is agreed upon by both parties.
只有經雙方一致同意,契約方可變更。
2. This Agreement may be amended only by a written instrument signed by duly authorized representatives of both parties.
本契約只有經雙方當事人授權的代表正式簽署的書面檔案,方可修改。
3. This Agreement may not be amended or modified except by written instrument signed
by each of the Parties hereto.
除非經本協定當事人簽署的書面通知,否則本協定書不得作出任何修改和變更。
4. Any alterations or amendments of this Agreement shall be subject to agreement through consultation between both parties in writing.
本協定的任何變更或修改,應由本協定雙方協商一致,並以書面方式進行。
5. This Agreement shall not be modified or amended except by a written instrument, signed by the parties hereto.
除非雙方當事人共同簽署書面檔案,否則本“協定”不得修改或修訂。
6. Any modification, amendment or waiver of any of the provisions of this Agreement must otherwise be made in writing and duly signed by the parties hereto.
對本“協定”任何規定的任何變更、修改或免責必須另以書面形式作出,並經各方正式簽字。
7. During the period of validity of the agreement, either party shall be entitled to make proposal of amendment to the agreement and the agreement amended shall go into effect with the signature of the two parties.
在協定的有效期內,任何一方都有權提出對協定進行修改,修改後的協定經過雙方簽署後才能夠生效。
II. 在實際運用中,由於內容環境不同,表達可能有所不同,以下為一些實例:
1. If the loan contract affiliated to this Contract has to be abridged, amended, or revised, both parties shall negotiate to amend and revise this Contract in line with the provisions of the loan contract.
本股權質押項下的貸款契約如有修改、補充而影響本質押契約時,雙方應協商修改、補充本質押契約,使其與股權質押項下貸款契約規定相一致。
2. If this Contract shall be abridged, revised, or amended on account of force majeure, the responsibilities assumed by the Party A under this Contract shall not be exempted or reduced, and the rights and interests of the Party B under this Contract shall not been affected or infringed.
如因不可抗力原因致本契約須作一定刪節、修改、補充時,應不免除或減少甲方在本契約中所承擔的責任,不影響或侵犯乙方在本契約項下的權益。
3. The amendment of the contract or other appendices shall come into force only after the written agreement signed by Party A and Party B and approved by the original examination and approval authority.
對本契約及其附屬檔案的修改必須經甲、乙雙方簽署書面協定,並報原審批機構批准,方可生效。
4. This Agreement may be amended in writing signed by both Parties. Unless otherwise expressly agreed to in such amendment, all terms and conditions of this Agreement shall apply to any such addition and all rights granted to Licensee under this Agreement shall terminate as to any such deletion.
本協定可由「雙方」書面簽署予以修改。除在此種修改中另行明確同意外,本協定所有的條款和條件須適用於任何此類修改中所做的添加,而所有根據本協定而給予「被許可人」的權利對於任何此類修改中的刪除事項而言將終止。
6. 補償 Indemnification
損害賠償(indemnification)條款,是減少契約風險的一個重要條款。該條款主要約定在第三者對契約提出權利主張時,另一締約方應當對此承擔責任。通常情況下,另一締約方必須支付全部的防禦性訴訟費用,以及全部的支付給第三者的和解費用或者第三者勝訴後造成的所有損失。
實際上,本條款是將第三人造成的風險從契約的一方當事人轉移給另一方當事人。
其次,本條款也可以約定契約的另一締約方有其他不當的作為時,應當進行損害賠償。
I. Indemnification 條款常用“indemnify and hold harmless from……”來表達:
1. Party A agrees to indemnify and hold Party B harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of
甲方同意對乙方因_____造成的損失作出賠償及保證乙方不招致任何第三方索償或索求,包括合理的律師費用。
套用實例:
Party A agrees to indemnify and hold Party B harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Party A's use of the Site, the violation of this Agreement by Party A, or the infringement by Party A, or other user of the Site using Party A's login name and password, of any intellectual property or other right of any person or entity.
甲方同意對乙方因甲方使用網站、或甲方違反本協定、或因甲方或其它使用甲方之登記名稱及密碼而使用網站的使用者,侵犯任何智慧財產權或任何其它人士或單位的其它權利所造成的損失作出賠償及保證乙方不招致任何索償或索求,包括合理的律師費用。
2. Party A shall indemnify and hold party B and each of party B officers, directors, stockholders, employees and agents harmless against, and in respect of, any damage, loss, liability, cost or expense, including attorneys, fees, resulting or arising from or incurred in connection with this Agreement and the transactions contemplated hereby, except such as may result from willful malfeasance if party B or such officer, director, stockholder, employee of agent, as the case may be.
甲方應當賠償乙方及其每個職員、董事、股東、雇員及其代理人因此協定引起或與此協定以後的交易相關事項而產生的損害、損失、責任、開支或費用,包括律師費用,但因乙方或其職員、董事、股東、雇員或代理人有意的過失而引起的損失除外。
3. Each party will defend, indemnify and hold the other harmless from and against all actions, proceedings, claims, demands, suits, losses, damages and expenses, including reasonable attorneys fees and costs reasonably incurred in defending any proceedings in which the damages sustained arose from a failure of the other party to meet its obligations under this agreement. In no event will either party be liable to the other in connection with this agreement for special, incidental, indirect or consequential or punitive damages regardless of whether either or both parties knew of the possibility of such damages.
一方當事人將使另一方當事人免於承擔訴訟、索賠、請求、損害賠償金及費用,包括為以下訴訟辯護而發生的合理的律師費:因另一方當事人未根據本協定履行其義務而導致損害賠償的訴訟。
不管一方當事人或雙方當事人是否知道特殊損害賠償、附帶損害賠償、間接損害賠償、後果性損害賠償、懲罰性損害賠償發生的可能性,一方當事人均不會為另一方當事人承擔上述損害賠償。
4. Contractor agrees to protect, defend, indemnify and hold harmless company, its parent, subsidiaries and affiliated companies, and its and their employees, subcontractors and its and their insurers from and against any claim, demand, cause of action, loss, expense award, obligation to indemnify another, judgment or liability on account of illness, injury or death to the employees of contractor and contractor’s subcontractors and/or damage to or loss or destruction of the property of contractor arising directly or indirectly out of the performance of this contract regardless of omissions or negligence, in whole or in any part, of company.
承包商同意保護、辯護、賠償和保證公司、其上級公司、下屬公司和關聯公司、及其雇員、次承包商和其保險公司不承擔在履行本契約過程中,不論公司是否存在部分 或全部的不作為或疏忽的責任,直接或間接所導致的承包商和次承包商的雇員生病、受傷或死亡以及承包商的財產所遭受的毀損滅失相關的任何訴求、要求、訴因、 損失、費用、對他方的賠償義務、判決或賠償責任。
II. Indemnification 條款還有多種表達方式,但並不固定。
1. Notwithstanding any of indemnities and liabilities specifically referred to above, neither company or contractor shall be liable to the other with respect to any consequential loss including, but not limited to, loss of anticipated profit, loss of anticipated revenue, loss of anticipated production, loss of product, or loss of use of money, arising or alleged to arise out of either company’s or contractor’s failure to property carry out its obligations hereunder or due to omissions or negligence, in whole or any part, of the part at fault, its subcontractors or vendors or the un-seaworthiness of vessel, or strict liability, and regardless of whether pre-existing the execution of the agreement.
除上列特別述及的賠償和責任外,公司或承包商相互間不承擔任何間接損失,包括但不限於預計的利潤損失、預計的收益損失、預計的生產損失、產品損失、無法使用金錢的損失,由於或認為系因公司或承包商未能正確地履行本契約的義務或由於該違約系由於其次承包商或供應商(買方)或船舶不適航或嚴格責任和不論是否存在依以前協定履行原因,所導致的部分或全部的不作為或疏忽所造成的損失。
2. All remedies specified herein or otherwise available shall be cumulative and in addition to any and every other remedy provided hereunder or now or hereafter available at law or in equity. No waiver or failure to act with respect to any breach or default hereunder, whether or not the other party has notice thereof, shall be deemed to be a waiver with respect to any subsequent breach or default, whether of similar or different nature.
依據法律或衡平法,本“協定”所述的賠償或其它可得的賠償應當是累積的,並在本“協定”中規定的賠償之外,或在現在或此後可得的賠償之外。無論對方當事人通知與否,任何與違反協定或不履行協定有關的棄權不得視為與任何後來的違反協定或不履行協定有關的棄權,無論是否性質相同或不同。
III.在大型契約中,Indemnification 條款往往非常複雜,以下即為。
Indemnification 補償
(a) Each party shall indemnify and hold harmless the other party, its shareholders, directors, officers, employees, agents, designees and assignees, or any of them, from and against all losses, damages, liabilities, expenses, costs, claims, suits, demands, actions, causes of actions, proceedings, judgments, assessments, deficiencies and charges (collectively, "Damages") caused by, relating to or arising from the performance by such party in accordance with this Contract of its obligations hereunder, and Buyer shall also indemnify Seller, without limiting the foregoing, for any such item caused by, relating to or arising from (a) the programming services which are authorized for viewing sing the System, including any assertion that any such programming service involves copyright infringement, (b) any disputes between Buyer and any of its program distributors or other distributors or affiliates, (c) any disputes or claims involving the subscribers for Buyer's programming services, or (d) any assertion that Buyer has been involved in, that Buyer's conduct of subscription involves, or that Buyer's use of the System involves, any unfair competition or violations of laws, rules or regulations.
(a)每方應就其按本契約規定履行其本契約項下義務所導致的、與其有關的或由其引發的一切損失、損害、責任、支出、費用、索賠、訴訟、要求、訴訟行為、訴因、程式、判決、估定稅額、欠額以及收費(合稱“損害”)補償另一方、另一方的股東、董事、管理人員、雇員、代理、被指定人、受讓人或其中任何一人,使之不受損害,並且在不對上文所述予以限制的條件下,買方還應就下述各項所導致的、與其有關的或由其引發的上述任何事項補償賣方:
(a)授權對viewing sing系統提供的服務;(b)買方與項目分包商、分支機構之間的糾紛;(c) 任何用戶針對買方的該項目服務的糾紛或索賠;(d) 針對買方所涉該系統的不正當競爭或違法指控。
(b) In the event of a third-party claim, with respect to which a party’s entitled to indemnification hereunder, a party (the "Indemnified Party") shall notify the other party (the "Indemnifying Party") in writing s soon as practicable, but in no event later than ______ days after receipt of such claims. The Indemnified Party's failure to provide such noticed shall not preclude it from seeking indemnification hereunder unless such failure has materially prejudiced the Indemnifying Party's ability to defend such claim. The Indemnifying Party shall promptly defend such claim with counsel of its own choosing) and the Indemnified Party shall cooperate with the Indemnifying Party in the defense of such claim, including the settlement of the matter on the basis stipulated by the indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such settlement).
(b)如果第三方提出一方按本契約規定有權獲得補償的索賠請求,一方(“受補償方”)應在實際可能的情況下儘早通知另一方(“補償方”),但無論如何不得遲於在收到該等請求後的第_______日。受補償方未給予該通知並不排除其按本契約規定尋求補償,除非未給予該通知補償方抗辯該索賠請求的能力受到實質影響。補償方(與其自行選擇的律師一起)應及時對該索賠請求進行抗辯,而受補償方應在對該索賠請求進行抗辯時與補償方合作,包括按照補償方規定的原則就該事項達成和解(補償方承擔該和解的一切費用與支出)。
If the Indemnifying Party within a reasonable time after notice of a claim fails to defend the Indemnified party, the Indemnified Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of the Indemnifying arty. Upon the assumption of the defense of such claim, the Indemnifying arty may settle, compromise or defend as it sees fit. Notwithstanding anything to the contrary set forth in this Section, seller will defend any suit, claim, action or proceeding brought against buyers to the extent that such suit, claim, action or proceeding is based on a claim that goods manufactured and sold by Seller to Buyer infringe patent, copyright, mask work, trademark, trade secret or any other intellectual property rights of any third party and Seller shall pay all damages and costs awarded by final judgment (from which no appeal may be taken) against Buyer, as well as its actual expenses and costs, on condition that Seller
如果補償方收到索賠通知後為受補償方辯護,則受補償方應有權對該索賠進行抗辯、妥協或和解,費用由補償方承擔。在承擔對該等索賠請求的辯護後,補償方可進行和解、妥協或抗辯,由其酌處。無論本條有何相反的規定,如果發生對買方的訴訟、索賠、訴訟行為或程式是基於以下主張,即賣方製造並銷售給買方的物品侵犯了任何第三方的_______國專利、著作權、掩模、商標、商業秘密或其他任何智慧財產權,則賣方將就該訴訟、索賠、訴訟行為或程式為買方辯護,並將支付局判決(不能再抗訴的)判定由買方承擔的損害賠償與費用,以及買方實際的支出與費用,上述規定的條件是:
(i) is promptly informed and furnished a copy of ach communication, notice or other action relating to the alleged infringement, (ii) is given sole control of the defense (including the right to select counsel), and the sole right to compromise and settle such suit or proceeding; provided however, that Seller's liability hereunder, if any, shall be strictly and solely limited to the amount of royalties which would be payable in respect of revenues derived by Seller from Buyer from sales of the infringing goods. Seller shall not be obligated to defend or be liable for costs and damages if the infringement arises out if a combination with, an addition to, or modification of the goods after delivery by Seller, or from use of the goods, or any part thereof, in the practice of a process.
(1)賣方被及時告知侵權指控的發生,並得到與該侵權指控有關的每一通訊、通知或其他訴訟文書的副本,(2)得到該辯護的獨家控制權(包括選擇律師的權利),以及就訴訟或程式進行妥協或者和解的獨家權利;但是,賣方在本契約項下的責任(如果有的話),應嚴格地並且僅僅限於賣方因買方銷售侵權物品而應從買方獲得的特許權使用費收入金額。如果侵權是由賣方交貨後有人將物品混合、添加或改造而引起,或者由實施某一方法時使用物品(或其何部分)而引起,則賣方無義務進行辯護,亦無承擔費用或損害賠償的責任。
If any goods manufactured and supplied by Seller to Buyer are held to infringe any valid patent and Buyer is enjoined from using the same, or if seller believes such infringement is likely, Seller will exert all reasonable efforts at its option and expense (i) to procure for Buyer the right to use such goods free of any liability for such infringement, or (ii) replace or modify such goods with a noninfringing substitute otherwise complying substantially with all the requirements of this contract, or (iii) upon return of the goods, refund the purchase price and the transportation costs of such goods (less reasonable allowance for their use and benefit derived therefrom for the period of time from delivery to Buyer, such allowance being based on a straight-line depreciation period of _______ years from the date of shipment by Seller).
如果賣方製造並向買方提供的任何物品被判定侵犯有效的'_______國專利,且賣方被禁止使用該專利,或者如果賣方相信很可能發生侵權,賣方將盡一切合理的努力,自費從以下措施中作出選擇:(1)為買方取得使用該等物品而不產生侵權責任的權利,或(2)以在其他方面實質符合本契約所有規定的非侵權替代品來代替或改造該等物品,或(3)在該等物品被返還後,退還該等物品的購買價以及運費(扣除向買方交貨至退還期間使用該等物品並從中獲得利益的折扣金額,該折扣金額按從賣方裝運之日起_______年直線式折舊來計算)。
If the infringement is alleged prior to completion of delivery of the goods, Seller has the right to decline to make further shipments without being in breach of contract. If Seller has not been enjoined from selling such goods to Buyer, Seller may (at Seller's sole election), at Buyer's request, supply such goods to Buyer, in which event Buyer shall be deemed to extend to Seller the same patent indemnity hereinabove stated. The same patent indemnity shall be deemed to be extended to Seller by buyer if any suit or proceeding is brought against Seller based on a claim that the goods manufactured by Seller in compliance with Buyer's specifications infringe any valid patent. Buyer shall promptly notify Seller of any infringement by a third party of intellectual property rights licensed to Buyer under this contract. In the event that a third party infringes such intellectual property rights, the Parties shall cooperate with one another to take appropriate action to cause such infringement to cease. The foregoing states the sole and exclusive liability of the parties hereto for infringement of patents, copyrights, mask works, trade secrets trademarks, and other proprietary rights, whether direct or contributory, and is in lieu of all warranties, express, implied or statutory, in regard hereto, including, without limitation, the warranty against infringement specified in the uniform commercial code.
如果交貨完成前發生權指控,賣方有權拒絕進一步裝運,而不構成違約。如果賣方還沒有被禁止向買方銷售該等物品,應買方請求,賣方可以(僅由賣方酌定)向買方供應該等物品,在此情況下,買方應被視為向賣方做出與本契約上文所述相同的專利補償保證。如果有人指稱賣方按照買方規格製造的物品侵犯了有效的_______國專利,並以此為根據向賣方提起訴訟或程式,則買方應被視為已向賣方做出同樣的專利補償保證。
買方應將第三方侵犯本契約項下許可給買方的智慧財產權及時通知賣方。如果第三方侵犯該等智慧財產權,雙方應互相合作,採取適當的行動制止該侵權行為。
上文規定了本契約雙方就專利、著作權、掩模、商業秘密、商標以及其他專有權利的侵權(無論是直接的還是協從的)所承擔的唯一責任,並且取代就其所做出的所有保證(明示的、暗示的或法定的),包括(但不限於)_____中規定的不侵權保證。
英文契約模板集錦 篇29
The following document offers excellent guidelines when preparing a timber sale contract.?Separate articles may be added to suit specific circumstances.?It is advised that the Seller and Purchaser employ legal counsel to review the contract prior to its endorsement.
Contract entered into this ______ day of _____, 20___., by and between __________ of _________ Illinois, hereinafter called the Seller, and _____________, of ____________(city), ___________(state), Illinois Timber Buyer License Number _______, hereinafter called the Purchaser, WITNESSETH:
1. The Seller agrees to sell and the Purchaser agrees to buy for the total sum of ________dollars ($_______) under the conditions set forth in this contract all of the live standing timber marked or designated for cutting and all of the dead or down timber marked or designated upon an area of approximately _____ acres, situated in the _________ of Section ________, Twp._______ R._______, ____________ County, Illinois, on land owned and recorded in the name of _______________________.
The Purchaser further agrees to pay to the Seller as an initial payment under this contract the sum of _________________ dollars ($_________), receipt of which is hereby acknowledged, and a final payment in the sum of ________________ dollars ($_______), prior to any cutting or removal of timber under this contract.
2. The Seller further agrees to mark and dispose of the timber conveyed in this contract in strict accordance with the following conditions:
(a) All trees to be included in this sale will be marked with a distinctive mark on the bole and stump of each tree.
(b) No trees under _____ inches in diameter at a point 4 1/2 feet from the ground will be marked for cutting.
(c) No concurrent contract involving the area or period covered in this contract has been or will be entered into by the Seller without the written consent of the Purchaser
(d) The Purchaser and his employees shall have access to the area at all reasonable times and seasons for the purpose of carrying out the terms of this contract.
(e) Unless otherwise specified, all material contained in the marked or designated trees is included in this sale
(f)
(g)
3. The Purchaser further agrees to cut and remove all of the timber conveyed in this contract in strict accordance with the following conditions:
(a) Unless an extension of time is agreed upon in writing between the Seller and Purchaser, all timber shall be paid for, cut, and removed on or before and none after the _____ day of _______, 20___, and any material not so removed shall revert to the Seller.
(b) Unmarked trees and young timber shall be protected against unnecessary injury from felling and logging operations.?If, however, unmarked trees are cut, damages shall be paid the Seller at the rate of $1 per tree per M bd. ft. for all other species, and in the event that any such trees are cut, said trees shall remain upon the premises and shall be the property of the Seller.
(c) Necessary logging roads shall be cleared by the Purchaser only after their locations have been definitely agreed upon with the Seller or his representative, and any trees to be removed in the clearing operations shall first be marked by the Seller.
(d) During the life of this contract and on the area covered, care shall be exercised by the Purchaser and his employees against the starting and spread of fire, and they shall do all in their power to prevent and control fires.
(e) Any liability for damage, destruction, or restoration of private or public improvements or personal damages occasioned by or in the exercise of this contract shall be the sole responsibility of the Purchaser, and the Purchaser shall save harmless the Seller on account of such damages.
(f) The risk if loss or damage to the trees herein purchased, from any and all causes whatever, shall be borne by purchasers from the date hereof.
(g) The Purchaser will not assign this agreement without the written consent of the Seller.
(h)
(g)
(i)
4. The Seller and Purchaser mutually agree as follows:
(a) All modifications of the contract will be reduced to writing, dated, signed, and witnessed and attached to this contract.
(b) Any need for reassignment of interest of either party may be changed within 10 days following written consent by both parties.?All terms of this contract legally bind the named representatives to excuse this document as written.
(c) The total number of trees conveyed is _____ (having a volume of approximately _____bd. ft.) composed as follows:
_______ white oak, _______ red and black oak, __________________, ____________________, ______________________, __________________.
(d) In case of dispute over the terms of this contract, final decision shall rest with a reputable person to be mutually agreed upon the by parties to this contract.?If the parties hereto do not agree upon a third party within 10 days following the initiation of the dispute, or in the case of further disagreement, then within 15 days from the initiation of the dispute, it shall be submitted to a Board of Arbitration of three persons, one to be selected by each party to this contract and the third to be selected by the other two.?The Board shall decide the dispute within 5 days after the matter is referred to it.
In the event that damages are awarded to the Seller by the Board of Arbitration and are not paid on the date that the award is made, then all operations of the Purchaser shall immediately cease, and if the award is not paid or satisfied within 30 days after the date of award, the Seller may take immediate possession of the premises upon which the timber is located, shall retain as liquidated damages all money paid by the Purchaser, and the title to all timber shall revert to and become the property of the seller.
In witness whereof, the parties hereto have set their hands and seals this __________ day of ______________________ 20____.
WITNESSES:
____________________________________________________________
for the Purchaser Purchaser
____________________________________________________________
for the Seller Seller
英文契約模板集錦 篇30
房地產買賣協定
SALES CONTRACT FOR REAL ESTATE
出售方:(以下簡稱“甲方” )
買受方: (以下簡稱“乙方” )
中介方:上海臣信房地產經紀有限公司 (以下簡稱“丙方” )
Seller: (hereinafter “Party A” )
Buyer: (hereinafter “Party B”)
Broker:Shanghai Chenxin Real Estate Co., Ltd. (hereinafter “Party C” )
經丙方中介介紹,甲、乙雙方就上海市__________區__________路______弄__________號______室及__________車位(以下簡稱“該房地產”)的轉讓事宜,簽訂本協定,協定內容如下(有□選擇的,以√為準):
With the introduction of Party C, Party A and Party B enter into the agreement concerning the transfer of ____ Suite and its ancillary carport located at ____ of _____ Alley, _____Avenue _____District of Shanghai (hereinafter as “Real Estate”) detailed as follows (“√” shall be filled in the corresponding“□”, if appropriate):
一、 【該房地產基本情況】
1. BASIC INFORMATION
1、 該房地產:房地產權證書號為:______________;房屋面積:____________平方米;車位面積:___________平方米。
2、 該房地產 □ 已 □ 未設定抵押。
3、 該房地產 □ 已 □ 未出租。若該房地產已出租,則甲方應保證承租人已經放棄優先購買權,若因承租人以優先購買權引發糾紛,則甲方願意承擔全部法律責任。
4、 有關該房地產的權屬情況,若上述填寫資料與實際情況不符或不詳盡的,以上海市房地產登記簿記載的信息為準。
1) Certificate of title to this real estate is numbered as __________ with floor space of ______ ㎡and the related carport are ______ ㎡.
2) Mortgage is made on this real estate: □ Yes □ No.
3) This real estate has been leased: □ Yes □ No. If “Yes”, Party A shall guarantee that lessee has waived the right of preemption. Any and all legal liabilities arising out of or in connection with the exercise of such rights by lessee shall be borne by Party A.
4) If the title of this real estate mentioned above is not clearly indicated or is incorrect, information listed in the register of Shanghai Real Estate Office shall be applied.
二、 【轉讓總價及定金與款項的選擇適用】
2. TRANSFER PRICE AND DEPOSIT, OPTION OF PAYMENT
甲乙雙方明確,該房地產的轉讓總價款:人民幣大寫_______________元(其中含車位轉讓款人民幣___________元)。乙方於簽署本協定時,支付誠意金人民幣__________________ 元至中介方,並委託中介方與甲方洽談;若甲方接受交易條件並簽署本協定,則乙方委託中介方將誠意金轉交給甲方作為款項。若至_ ___年_____月____日,甲方仍未簽署本協定的,則乙方有權至中介方處無息取回誠意金;若乙方未按時取回誠意金,則視為繼續委託中介方與甲方洽談。本協定簽訂當日乙方直接向甲方支付款項人民幣_____________________元。 甲方同意在本契約簽訂後 日內,乙方向甲方支付款項人民幣元,該款項由乙方或乙方授權的其他人以現金方式交付或支付至甲方的.指定賬戶,若採用支付至甲方指定賬戶的,下述賬戶已為甲方所確認:
戶名:_________________ 賬號:___________________ 開戶行:________________
Party A and Party B expressly agree that the total transfer price of this real estate is CNY ________ inclusive of transfer price of carport as CNY _______. Party B agree that it shall pay Earnest Money as CNY ________ to Party C at this contract date and entrust Party C to negotiate with Party A. if Party A accept and sign this contract, Party B may authorize Party C to transfer such Earnest Money to Party A as deposit; provided, however, Party B may require the repayment of Earnest Money free of interests by Party C if Party A fail to sign this contract prior to ___________. In such event, it shall constitute that continue entrustment has been granted to Party C if Party B fail to take such Earnest Money in due time. Party B shall pay CNY __________ to Party A directly as deposit at this contract date. Party A agree that Party B may pay CNY __________ to it as deposit within ______ days from this contract date. Such deposit shall be paid in cash by Party B or its designee or made through T/T to the following bank account affirmed by Party A: Account Holder: ________Bank Account: _______ Bank Name: _________
三、 【買賣交易細則】
3. SALES RULES
1) 轉讓總價款:人民幣大寫_______________ _________元(其中含車位轉讓款人民幣大寫______________________ 元)。
2) 雙方同意按以下方式支付款項:
第一筆房款: 甲、乙雙方同意自《上海市房地產買賣契約》示範文本簽訂後_____日內,乙方向甲方支付的上述款項 人民幣_________元作為乙方支付的首筆房款。
第二筆房款:乙方於______年_____月_____日前,支付甲方房款人民幣___________________元。
第三筆房款:可按以下情況選擇支付方式: □ 乙方通過銀行按揭貸款的方式向甲方支付第三筆房款人民幣__________________元,該款項由 銀行在取得抵押人為乙方的他項權利證明後直接劃入甲方帳戶。 □ 甲乙雙方同意共同至房地產交易中心辦理該房地產過戶手續,並取得房地產登記處的核發的收件收據後_____日內,乙方向甲方支付房款人民幣________________元。
第四筆房款:□在辦妥房屋交付手續當日,乙方向甲方支付房款人民幣___________________元。 □甲乙雙方同意,在簽署買賣契約時將交房款人民幣____________元交丙方監管至房屋交付手續辦妥之日,丙方憑《房屋交接書》向甲方支付上述款項。
1) The total transfer price of this real estate is CNY ________ inclusive of transfer price of carport as CNY _______.
2) Such transfer price shall be made in installments as follows:
The first installment shall be made to Party A by Party B as CNY ________ (inclusive of deposit) within ______ days from commencement date of Sales Contract for the Real Estate Located in Shanghai City (“Sales Contract”).
The second installment as CNY ______________shall be made to Party A by Party B prior to ___________. The third installment may be made as follows:
□ CNY _________ as third installment shall be made to Party A by Party B through bank mortgage loans, which shall be directly paid to Party A’s bank account upon the certificate evidencing Party B as mortgagor has been presented to the lending bank, provided, □ Party A and Party B agree to fulfill the transfer formalities for this real estate before Real Estate Trading Center and Party B shall pay Party B CNY _____________ within _____days upon the certificate issued by real estate register has been received.The fourth installment as CNY _____________ shall be paid. □ To Party A by Party B at the date on which the transfer formalities of this real estate has been fulfilled; or □ to Party A by Party C upon the receipt of Deed of Transfer if, as agreed by Party A and Party B, CNY _______ equal to such fourth installment has been delivered to Party C for escrow until the full fulfillment of transfer formalities.
3) 產權過戶:待該房地產之抵押登記(若有)已經註銷且乙方申請的按揭貸款(若有)經銀行審核通過,具備過戶條件具備後,最晚不遲於______年_____月_____日,共同至該房地產所在區交易中心辦理房地產過戶手續。
3)Transfer. Within _____ days upon the revocation of mortgage registration for this real estate (if any) and the loans acquired by Party B therefore (if any) satisfying the applicable requirements after the review of related bank (in no event late than _______), Party A and Party
B shall fulfill the transfer formalities before the trading center of that district where this real estate is located.
4) 房屋交付:甲方於收到乙方全部轉讓款項當日,將該房地產交付乙方,雙方應簽署《房屋交接書》。交付前的物業管理費及公用事業費由甲方承擔,交付後的物業管理費及公用事業費由乙方承擔。固定裝修、附屬設施設備以及經甲乙雙方確認的家電、家具等價格已經包含在該房地產轉讓總價款內,甲方須保證該房屋內附屬設施、設備均能正常使用及室內裝飾與簽訂買賣契約之日的狀況相符。
4)Delivery. At the date on which all transfer prices,party A shall deliver this real estate to Party
B and the Certificate of Transfer and Handover shall be concluded by the Parties therefore. Property Management Fees and Utilities Expenses arising out of or in connection with this real estate shall be borne by Party A prior to such delivery, or shall be borne by Party B upon such delivery.
Charges or expenses related to the fixtures and ancillary equipments & facilities of this real estate, as well as the prices of home appliances and furniture agreed by the Parties, have been included in the transfer price and Party A guarantee that all such ancillary equipments & facilities may work properly, all interior decorations thereof satisfy the conditions provided herein .
5)相關費用:Miscellaneous Charge.
[交易稅費]:雙方同意,交易中所涉及的上述買賣雙方的稅費由 □各自承擔並支付;□由甲方承擔並支付;□由乙方承擔並支付。
[公證費]:若交易涉及買賣契約公證,費用由□雙方分擔並支付;□由甲方承擔並支付;□由乙方承擔並支付。
[中介報酬]:對於中介方提供中介服務所產生的報酬事宜,詳見附屬檔案“中介服務確認書”。 Trade Tax. The Parties agree that any and all taxes and charges arising out of transaction hereunder shall be borne and paid by □ Party A; or □ Party B.
Notary Fees. Any notary fees arising out of or in connection with transaction hereunder shall be borne and paid by □ Party A; □ Party B; or □ Party A and Party B. Brokerage
fees. Brokerage feess paid to broker for any brokerage service provided shall be detailed in attached Schedule “Acknowledgement of Brokerage fees”.
四、【法律責任的選擇適用】
4. APPLICATION OF LEGAL LIABILITIES
甲方保證該房地產產權清晰、權屬明確,無異議登記、單方預告登記,無司法、行政查封等限制性交易情形存在;若因本條所述情況導致本協定效力瑕疵,甲方應返還乙方所有已付房款並賠償乙方實際損失。
Party a guarantees that it has full and clear ownership to this real estate, which is free of any dispute registered, unilateral advanced registration, judicial or administrative attachment or other events restricting trades. If any defect affecting the validity of this Contract is occurred due to any misrepresentation hereunder, Party A shall refund all transfer prices paid by Party B, and indemnify any and all losses and damages suffered by Party B there-from.
五、【爭議解決】
6. DISPUTE SETTLEMENT
各方在本協定履行過程中發生爭議的,應友好協商;協商不成的,應向該房地產所在地人民法院起訴。
Any dispute arising out of or in connection with the performance hereof shall be settled by amiable negotiation, if fails, either Party may bring a lawsuit before the People’s Court with jurisdiction where this real estate is located.
六、【契約效力】
6. VALIDITY
本協定自甲、乙雙方簽署起對甲、乙生效,丙方簽署後對丙方生效,一式三份,甲、乙、丙三方各執一份。
This Contract shall have binding force to Party A and Party B upon signatures of such two Parties are made hereon, and shall have binding force to Party C if signature of Party C is also made hereon. This Contract shall be executed in triplicate and each Party shall have one copy.
英文契約模板集錦 篇31
CONTRACT FOR IRANIAN OIL EXPLORATION SERVICE
伊朗石油勘探開發服務契約
EXPLORATION SERVICE CONTRACT FOR BLOCK between NATIONAL IRANIAN OIL COMPANY and CORPORATION
伊朗國家石油公司 與石油公司 區塊勘探服務契約
Table of Contents目 錄
ARTICLE 1 DEFINITIONS第1條 定義
ARTICLE 2 CONTRACTOR's REPRESENTATIVE OFFICE第2條 承包商辦事處
ARTICLE 3 OBJECT OF THE CONTRACT第3條 契約宗旨
ARTICLE 4 TERM OF THE CONTRACT第4條 契約期限
ARTICLE 5 EXPLORATION OPERATIONS 第5條 勘探作業
ARTICLE 6 FINANCING, EXPLORATION EXPENDITURES, REIMBURSEMENT AND PAYMENTS
第6條 資金、勘探費用、回收和支付
ARTICLE 7 CONDUCT OF OPERATIONS 第7條 作業實施
ARTICLE 8 CONTRACTOR’S OBLIGATIONS 第8條 承包商的義務
ARTICLE 9 SUB-CONTRACTORS 第9 條分包商
ARTICLE 10 PROGRAMMING AND BUDGETING第10條 計畫和預算
ARTICLE 11 BOOKS, ACCOUNTS, VERIFICATION AND AUDITING
第11條 賬簿、賬戶、審核和審計
ARTICLE 12 N.I.O.C's TITLE TO LAND AND PROPERTY
第12條 N.I.O.C.對土地和財產的所有權
ARTICLE 13 COMMERCIAL FIELD第13條 有商業價值的油(氣)田
ARTICLE 14 LAND, WATER AND SERVITUDE 第14條 土地、水與地役權
ARTICLE 15 UTILIZATION OF IRANIAN CONTENT第15條 伊朗資源的利用
ARTICLE 16 IMPORTS AND EXPORTS 第16條 進口和出口
ARTICLE 17 CURRENCY EXCHANGE RATES第17條 匯率
ARTICLE 18 ASSIGNMENT 第18條 轉讓
ARTICLE 19 LIABILITY AND INSURANCE第19條 責任和保險
ARTICLE 20 FORCE MAJEURE第20條 不可抗力
ARTICLE 21 WAIVERS 第21條 棄權
ARTICLE 22 GOVERNING LAW 第22條 適用法律
ARTICLE 23 ARBITRATION第23條 仲裁
ARTICLE 24 CONTINUITY OF OPERATIONS第24條 作業的連續性
ARTICLE 25 TERMINATION 第25條 契約終止
ARTICLE 26 N.I.O.C'S POWER OF CONTROL 第26條 N.I.O.C.的控制權
ARTICLE 27 SAFETY, HEALTH AND ENVIRONMENT第27條 安全、健康和環境
ARTICLE 28 CONFIDENTIALITY第28條 保密
ARTICLE 29 HEADING AND AMENDMENTS第29條 標題與修訂
ARTICLE 30 NOTICE第30條 通知
APPENDIX ACCOUNTING PROCEDURES附錄 會計程式
Service Contract服務契約
This Service Contract entered into in Tehran on the day of.
BETWEEN
NATIONAL IRANIAN OIL COMPANY a company existing under the laws of IR of Iran (hereinafter referred to as "N.I.O.C") on the one hand and CORPORATION a company incorporated in (hereinafter referred to as "Contractor"), on the other hand,N.I.O.C and Contractor herein are referred to either individually as "Party" or collectively as "Parties".
WHEREAS N.I.O.C desires to secure the cooperation and services of a qualified contractor to carry out, on its behalf and in its name, certain Exploration perations within the Contract Area specified in the Appendix A hereof.
WHEREAS CONTRACTOR has expressed its willingness to perform such Exploration Operations in the manner specified in this Service Contract, and is prepared to provide the funding for and bear the sole risk of Exploration Operations on its own account.
WHEREAS CONTRACTOR has the financial capability, and technical competence necessary for fulfilling the obligations set out hereinafter.
NOW THEREFORE, it is hereby agreed between N.I.O.C and Contractor as follows:
本服務契約由依照伊朗伊斯蘭共和國法律成立的伊朗國家石油公司(以下簡稱N.I.O.C.)與公司(以下簡稱承包商)於在伊朗德黑蘭訂立。
N.I.O.C.和承包商在下文中單獨被稱為“一方當事人”,合稱為“雙方當事人”。
鑒於N.I.O.C.願意尋找一合格的承包商代表其利益並以其名義在本契約附屬檔案A所指定的契約區域內實施一定的勘探作業。
鑒於承包商願意按本契約所規定的形式實施勘探作業,並準備提供資金和獨立承擔勘探作業的風險。
鑒於承包商具備履行以下所述義務所必需的資金能力和技術能力。
基於此,N.I.O.C.與承包商同意以下條款:
ARTICLE 1 DEFINITIONS第1條 定義
Unless the context otherwise requires the following definitions of certain terms hereinafter used shall apply for the purpose of this Service Contract.
除非本契約另有規定,本條所使用的術語具有以下定義。
(i) "Accepted Accounting Practices" shall mean accounting principles, practices and methods that are generally accepted and recognized in the international petroleum industry.
“通用會計慣例”系指國際石油工業公認和認可的會計準則、會計實務和會計方法。
(ii) "Affiliate" means any company or legal entity, which (i) controls either directly or indirectly Contractor, or (ii) which is controlled directly or ndirectly by Contractor, or (iii) is directly or indirectly controlled by a company or entity which directly or indirectly controls Contractor. "Control" means the right to xercise more than fifty percent (50%) of the voting rights in the appointment of the directors of such company or entity.
“關聯公司”系指任何一個具有下列條件之一的公司或法律實體:(i)直接或間接控制承包商,或(ii)被承包商直接或間接控制,或(iii)被承包商的公司或實體直接或間接控制。 “控制”系指對該公司或法律實體的董事的任命有50%以上的表決權。
(iii) "Bank Charges" means the bank charges as defined in the Accounting Procedures “銀行費用”系指會計程式中所規定的銀行費用。
(iv) "Barrel" means a volume of forty two (42) U.S. Gallons at sixty (60) degrees Fahrenheit and at normal atmospheric pressure.
“桶”系指在 60華氏度和正常大氣壓條件下42美式加侖的容積。
(v) "Capital Costs" means all costs of Exploration Operations incurred by on tractor for carrying out the project until conclusion of Exploration Operations in accordance with the generally accepted principles commonly practiced in the
international petroleum industry which shall include any and all cost incurred by Contractor except Non-Capital Costs.
“資本成本”系指承包商依照國際石油工業界普遍採用和通行的規則實施勘探作業直至勘探作業結束,由承包商承擔的除非資本成本以外所有勘探作業成本。
(vi)"Commercial Field" means commercial field as described in Article 13 of this Service Contract.
“商業價值油田”系指本契約第13條所述的具有商業價值的油田。
(vii) "Condensate" means all liquid hydrocarbons, regardless of gravity, produced and recovered from the Contract Area as a liquid during all process necessary to reach the commercial specifications of Natural Gas.
“凝析油”: 是指從契約區生產回收的,經過處理達到商業標準的所有液態烴,無論其密度如何。
(viii) "Contract Area" means the area covered by this Service Contract, and described in Appendix A attached hereto and made a part hereof.
“契約區域”是指本契約和作為本契約不可分割部分的附屬檔案A所描述的區域。
(ix) "Contractor" means China Petrochemical Corporation, its legal successors, or any permitted assignee or assignees of any rights and obligations of Contractor. “承包商“系指中國石油化工集團公司及其合法承繼者,或任何許可的可履行契約權利和義務的受讓人。
(x) "Controllable Material" means material which, in accordance with generally Accepted Accounting Practices, Contractor elects to record, control and inventory.
A list of types of such material shall be furnished to N.I.O.C by Contractor within one month of the Effective Date.
“可控制材料”系指按照公認的會計準則,承包商所記錄、控制和庫存的材料。這些材料的分類清單應在契約生效後一個月內提交N.I.O.C.。
(xi) "Crude Oil" means all liquid hydrocarbons, regardless of gravity, including crude petroleum, produced and recovered from the Contract Area, as a liquid at atmospheric pressure fourteen and seven tenths (14. 7) pounds per square inch absolute and ambient temperature.
“原油”是指所有液態烴 ,無論密度如何,包括契約區生產和回收的,在常溫、常壓(每平方英寸十四點七磅)下的液態油。
(xii) "Cubic Meter" means one (1) cubic meter at sixty (60) degrees Fahrenheit and at normal atmospheric pressure.
“立方米”指在正常大氣壓和60華氏度條件下的一立方米。
(xiii) "Date of Commerciality" means the first day of the month following the date on which N.I.O.C approves that a Commercial Field has been established according to Article 23.
“商業日期”系指N.I.O.C.依照第23條的規定批准有商業價值的油田建立的次月的第一天。
(xiv) "Development Service Contract" means development service contract, model form which is attached hereto as Appendix E, that will be negotiated between Contractor and N.I.O.C in case of discovery of a Commercial Field.
“開發服務契約”系指本契約附屬檔案E所列的文本,該契約將在發現有商業價值的油田,由承包商和NIOC協商。
(xv) "Effective Date" means the date on which this Service Contract, being duly signed by the Parties is approved by the respective authorities.
“生效日”系指當事人雙方正式簽訂本契約後,獲得各自權利(力)機構批准的日期。
(xvi) "Exploration Expenditure(s)" means all expenditures made and paid by
Contractor necessary to carry out the Exploration Operations covered by this Service Contract comprising Capital Costs and Non-Capital Costs, as determined in accordance with the Accounting Procedure.
“勘探費用”系指承包商為實施本契約所述勘探作業按照會計程式所發生和支付的必要費用,包括資本成本和非資本成本。
(xvii) "Exploration Operations" means all or any of the operations conducted by Contractor as authorized or envisaged under this Service Contract.
“勘探作業”系指承包商執行的本契約項下的所有作業。
(xviii) "Exploration Period" means the period of time as defined in Article 4 of this Contract.
“勘探期”指本契約第4條所規定的期間。
(xix) "Financial Year" means a Gregorian calendar year of twelve (12)
consecutive months commencing on January 1st of each year respectively. The first financial year shall commence on the Effective Date of this Service Contract and end on 31st December of the same year.
“財政年度”系指自公曆1月1日起的十二個連續公曆月。本契約的第一個財政年度應始於契約生效日止於當年的12月31日。
()"Land" means any land whether submerged or not.
“土地”系指任何土地,包括被淹沒或未淹沒的土地。
(i) "Material and Equipment" means Property, (with the exception of Land) including without limitation all facilities, supplies and equipment, acquired and held for use in Exploration Operations by the Contractor.
“材料和設備”包括(土地除外)但不限於承包商為實施勘探作業獲得和使用的所有設施、材料和設備。
(ii) "Natural Gas" means the gaseous affluent in its natural state including all of the liquefiable constituent thereof resulting from the production of Petroleum. “天然氣”系指在石油開採過程中生產的、自然狀態為氣態的物質及其可液化成份。
英文契約模板集錦 篇32
1. 茲經買賣雙方同意按照以下條款由買方購進,賣方售出以下商品: 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 goods referenced hereunder subject to the terms and conditions as stipulated hereinafter:
2. 索賠:在貨到目地口岸45天內如發現貨物品質、規格和數量與契約不符,除屬保險公司或船方責任外,買方有權憑中國商檢出具的檢驗證書或有關檔案向賣方索賠。
Claims: within 45 days 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 compensation from the Sellers.
3. 不可抗力:由於不可抗力的緣由發生在製造、裝載或運輸的過程中導致賣方延期交貨或不能交貨者,賣方可免除責任;在不可抗力發生後,賣方須立即電告買方及在14天內以空郵方式向買方提供事故發生的證明檔案;在上述情況下,賣方仍須負責採取措施儘快發貨。
Force Majeure: The Sellers shall not held responsible for any delay in shipment or non-delivery 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 forthwith of the occurrence mentioned above within fourteen days thereafter. The Sellers shall send by airmail to the Buyers for their acceptance certificate of the accident. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods.
4. 不可抗力:本契約內所述全部或部分貨物,如因不可抗力原因,以致不能履約或不得不延期交貨,賣方概不負責。
Force Majeure: The Seller shall not be held liable for failure delay delivery of the entire lot or a portion of the commodity under this Contract in consequence of and force majeure.
5. 仲裁:凡有關執行契約所發生的一切爭議應通過友好協商解決,如協商不能解決,則將分歧提交中國國際貿易促進委員會按有關仲裁程式進行仲裁,仲裁將是終局的,雙方均受其約束,仲裁費用由敗訴方承擔。
Arbitration: All disputes in connection with the execution
of this Contract shall be settled through friendly negotiations. In case no settlement can be reached, the case may then 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 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 party.
6. 仲裁:在履行本契約中所發生的或者與契約有關的一切爭執,由雙方協商解決。如果協商後仍不能解決時,得提請仲裁。仲裁在中國進行,由中國國際經濟貿易仲裁委員會根據該仲裁委員會的仲裁程式規則進行仲裁。仲裁裁決為最終決定,對買賣雙方都有約束力。除該仲裁委員會另有決定外,仲裁費用由敗訴一方負擔。 Arbitration: Any and all disputes arising from or in connection with the performance of the Contract shall be settled through negotiation by both parties, failing which they shall be submitted for arbitration. The arbitration shall take place in China and shall be conducted by China International Economic and Trade Arbitration Commission in accordance with the rules of procedures of the said commission. The arbitration award shall be final and binding
upon both Buyer and Seller. Unless otherwise awarded by the said arbitration commission, the arbitration fees shall be borne by the losing party.
7. 賣方交貨的義務以在上述交貨日期前收到買方按第九條的規定開出的信用證或預付款為條件。如按契約條款運輸工具由買方選訂,賣方將在上述日期將貨物備好。
However, the seller’s obligation to deliver is conditional upon receipt from the Buyer of a letter of credit or advance payment in accordance with Clause 9 of this Contract days before the time of delivery stipulated hereof. If a carrier is selected and booked by the Buyer itself in accordance with the terms of this Contract, the Seller will have the commodity ready for shipment by such time of delivery.
8. 付款條件:憑以賣方為受益人的、100%保兌的、不可撤銷的、無追索權的、可以轉運的及分批發運的即期信用證,議付期至裝運日期後第15天在中國到期。買方在信用證上請填注本契約號碼,貨物名稱要按本契約規定確定。
Payment: By 100% confirmed, irrevocable, without recourse L/C, in favor of the Seller, available by sight draft, allowing transshipment and partial shipments, valid for negotiation in China until the 15th day after the date of shipment. The Buyer is requested always to quote in the L/C
the number of this Contract and the names of the commodity in accordance herewith.
9. 保險:按照中國人民保險公司的保險條款,按發票金額的110%投保但不包括罷工、x亂和民變險,保至目的口岸為止。如買方要增加保額或保險範圍,應於裝運前經賣方同意,因此而增加的保險費由買方負責。
Insurance: For 110% of invoice value, up to the port of destination, as per the insurance clauses of the People’s Insurance Company of China, excluding SRCC Risks. If additional insurance amount or coverage in required, the Buyershall have the consent of the Seller before shipment, and the additional premium thus incurred shall be borne by the Buyer.
10.包裝:所有在本契約項下出售的貨物將以賣方認為適合於第五條規定的運輸方式的包裝材料包裝。如果對包裝有其他要求,買方應徵得賣方同意並承擔由此而增加的一切額外費用。
Packing: All the commodities sold thereunder will be packed with packing materials deemed by the Seller suitable for the mode of transportation stipulated in Clause 5 hereof. If additional requirement for packing is needed, the Buyer shall have the consent of the Seller and bear all the extra charges thus incurred.
英文契約模板集錦 篇33
GARMENTS PURCHASE CONTRACT
Contract NO.契約編號:
Date簽約日期:
Buyer: 買方:
Seller: 賣方:
This purchase contract (hereafter abbreviated “contract”) is signed by and between the Buyer and the Seller upon equal negotiations based on the Contract Law and other relevant laws and regulations. Both parties agree to sell and buy goods on following terms and conditions.
此銷售契約(以下簡稱“契約”)根據契約法及相關法律法規並經由買賣雙方經平等協商後共同簽定,買方與賣方均同意以下條款和條件購買和出售貨物。
Purchasing Contract terms and conditions of garments Season: 服裝採購契約條款:
1. Description, quantity, unit price, total amount and other details of the goods ordered please refer to detail order, invoice and packing list. The name of the issuing company of invoice must be the same as the seller.
採購品名、規格、數量、單價、總價、交期等參考每次採購相應訂單、發票及裝運單,發票的填開單位必須與本契約中賣方的名稱相一致。
2. Country of origin: China原產地:中國
3. Delivery: The seller shall deliver the goods to the warehouse as previously agreed between the two parties.
交貨方式:賣方應把貨物送交至雙方事先約定的倉庫。
4. The quality of all the garments shall answer for the updated, valid Standard of the Nation and the industry. In case the garments are unqualified or for other reason that shall ascribe the seller’s fault, which brings losses of or damages (including but
not limited to fine, expropriate, damage to Goodwill, lawyer’s fee and other losses for the buyer ’s breach of law or contract because of the seller fault) to the buyer, the buyer shall has the right to ask seller for damages.
所有服裝質量應符合最新、有效的國家標準、行業標準的規定,若賣方交付的服裝質量不合格或其他任何可歸咎於賣方的責任導致買方遭受的任何損失(包括但不限於罰沒款、扣款、商譽損失、律師費及其他因賣方原因導致買方違約、違法所遭受的損失),買方有權要求賣方承擔。
5. Seller shall provide 7 original copies of "Approved" Quality Inspection Certificate for each fabric used to produce MOTIVI different models 7 days before the delivery date. The certificate must be issued by a Chinese official quality testing department, the samples that the seller send to quality test lab shall be representative, can represent the quality of the goods, and the test must follow the Basic Standard GB18401 and include the composition of the fabric. The buyer will settle the payment according to the contract after received the test report and other related documentations (Packing list, Invoice of Goods etc.).
賣方應於交貨日七日前向買方提供由中國官方質檢部門認可的質檢機構出具的所有用來製作服裝的面料的合格質檢報告原件7 份,賣方向質檢機構送檢的樣品應具有代表性,能夠代表大貨質量,質檢報告應包含纖維含量及國家標準 GB18401 的安全技術要求事項。買方在收到質檢報告、裝箱單、貨物發票等其他檔案後按契約約定付款。
6. For all the goods, the seller shall issue invoice to the buyer, the invoice shall be invoiced 所有貨物應由賣方向買方開具發票,發票抬頭需開列買方單位名稱為
Kind of invoice issued: People’s Republic of China VAT invoice
發票開立種類:中華人民共和國增值稅專用發票。
7. Terms of Payment: Total amount of payment of goods shall be paid in RMB within 30 days issued the invoices.
付款: 開立發票後30日內以人民幣支付。
Upon signing the contract, the seller shall provide bank information for the buyer to effect payment.
買賣雙方簽定訂購契約後,賣方需提供公司銀行資料給予買方支付貨款.。
8. Intellectual Property Right 智慧財產權
All the goods, documents and materials that the Seller gets to may concerns secret and shall procure that its employee, agent and any other persons who may have access to the above-mentioned information keep confidentiality and shall not use it for any purpose at any time or disclose to any third party. The seller shall not sell, transfer any products or materials to any third party except for the buyer products, substandard products, rest products and unused/waste products or materials. In case the seller breaches, the buyer has the right to ask for
indemnification including but not limited investigation fees, lawyer’s fees,
compensation as well as all other fees according to the stipulations or Chinese laws. 賣方接觸到的`買方及集團的物品、檔案資料均可能涉及買方及其關聯公司的智慧財產權,尤其是可能包含的買方商標、集團的其他商標,著作權及商業秘密。賣方應對其知悉的買方及其關聯公司的商業秘密進行保密,並應促使賣方所有接觸到買方秘密信息的任何雇員、代理人、客戶或其他人士對該信息保密,不得在任何時候為任何目的使用或者向任何第三人披露。賣方不得向除買方及集團以外的任何單位和個人銷售、轉讓涉及買方及米羅利奧集團的商標、標識標記、著作權等智慧財產權的產品或資料,即使對於過季品、等外品、富餘品和廢棄不用的產品或資料也不例外。若賣方違反約定,買方有權根據約定及中國法律規定要求賣方承擔包括但不限於調查費、律師費、賠償金在內的一切賠償責任。
9. Both parties will try to resolve any dispute concerning the contract amicably. If the dispute can not be resolved by negotiation, any party may initial legal action.
買賣雙方在履行本契約時如有爭議應先以友好協商方式解決,如協商不成買賣雙方可將爭議送交由提出訴訟方所在地之法院進行訴訟.
10. All appendixes to this contract should be bonded to the contract as a whole.
英文契約模板集錦 篇34
DATED 20[ ] 20[ ]年[ ]月[ ]日
JOINT VENTURE CONTRACT 合資經營契約
- by and between - 由
[PARTY A NAME](甲方名稱)
PARTY A甲方
- and -- 與 -
[PARTY B NAME](乙方名稱)
PARTY B乙方
IN RESPECT OF簽訂
TABLE OF CONTENT目錄
1. DEFINITIONS AND INTERPRETATION 11. 定義和解釋 1
2. PARTIES TO THE CONTRACT 1 2. 契約雙方 1
3. ESTABLISHMENT OF THE COMPANY 2 3. 成立合營公司 2
4. PURPOSE, SCOPE AND SCALE OF OPERATION 3 4. 宗旨、經營範圍及運營規模 2
5. TOTAL INVESTMENT AND REGISTERED CAPITAL 3 5. 投資總額和註冊資本 3
6. BUSINESS PLANNING AND APPROVALS 10 6. 業務計畫和批准 7
7. RESPONSIBILITIES OF THE PARTIES 12 7. 雙方負責的事宜 8
8. BOARD OF DIRECTORS 13 8. 董事會 9
9. OPERATION AND MANAGEMENT 22 9. 經營管理 15
10. MARKETING AND SALES 23 10. 市場行銷 16
11. EQUIPMENT AND SERVICE PROCUREMENT 2311. 設備及服務的採購 16
12. INTELLECTUAL PROPERTY 2412. 智慧財產權 17
13. NON-COMPETITION 25 13. 不競爭 18
14. SITE 2614. 經營場所 19
15. LABOUR MANAGEMENT 27 15. 勞動管理 19
16. FINANCIAL AFFAIRS AND ACCOUNTING 2716. 財務與會計 19
17. TAXATION AND INSURANCE 29 17. 稅收和保險 21
18. REPRESENTATIONS AND WARRANTIES 30 18. 陳述及擔保 21
19. THE JOINT VENTURE TERM 3119. 合營期限 22
20. TERMINATION, DISSOLUTION,
BUYOUT AND LIQUIDATION 3220.終止、解散、相互收購股份及清算 22
21. BREACH OF CONTRACT 3721. 違約 26
22. CONFIDENTIALITY 37 22. 保密義務 26
23. FORCE MAJEURE 38 23. 不可抗力 27
24. SETTLEMENT OF DISPUTES 3924. 爭議的解決 28
25. MISCELLANEOUS PROVISIONS 4225. 其他規定 30
SCHEDULE A - DEFINITIONS AND INTERPRETATION 45 26. 附錄一 32
SCHEDULE B - ANCILLARY CONTRACTS 51 27. 附錄二 37
SCHEDULE C - CAPITAL CONTRIBUTION SCHEDULE 52 28. 附錄三 38
SCHEDULE D - ADDITIONAL PERMITS 54 29. 附錄四 39
SCHEDULE E - TAX CONCESSIONS 55 30. 附錄五 40
CAVEATS AND DRAFTING NOTES 5631. 注意事項與說明 42
THIS CONTRACT ("Contract") is made in [city and province], China on this [●] day of [●],
200[●] by and between [Party A name], [Party A entity form] established and existing under the
laws of China, with its [legal address] at [address] (hereinafter referred to as "Party A"), and [Party
B name], [Party B entity form] organized and existing under the laws of [Party B jurisdiction of
incorporation] with its [registered address] at [address] (hereinafter referred to as "Party B").
本契約(“本契約”)於200[·]年[·]月[·]日由以下雙方在[地點]簽訂:[甲方名稱],
一家根據中華人民共和國法律組建並存續的[甲方組織形式],[法定地址]為[甲方[法定地址]]
(以下簡稱“甲方”);和[乙方名稱],一家根據[乙方所在國]法律組建及存續的[乙方組織形
式],[註冊地址]為[乙方[註冊]地址](以下簡稱“乙方”)
Party A and Party B shall hereinafter be referred to individually as a "Party" and collectively as
the "Parties".
甲方和乙方以下單獨稱為“一方”,合稱為“雙方”。
PRELIMINARY STATEMENT 前言
After friendly consultations conducted in accordance with the principles of equality and
mutual benefit, the Parties have agreed to establish an equity joint venture in accordance with the
EJV Law and the EJV Implementing Regulations, other Applicable Laws, and the provisions of
this Contract.
雙方本著平等互利的原則,經友好協商,依照《中華人民共和國中外合資經營
企業法》、《中華人民共和國中外合資經營企業法實施條例》以及其他相關法律,同意按照本
契約的條款,組建合營企業。
NOW THE PARTIES HEREBY AGREE AS FOLLOWS: 雙方特此協定如下:
1. DEFINITIONS AND INTERPRETATION 1. 定義和解釋
Unless the terms or context of this Contract otherwise provide, this Contract shall
be interpreted in accordance with, and each of the terms used herein shall have the meaning
ascribed to it in Schedule
A. 除非本契約條款或上下文另有所指,本契約應按照附錄一進行解釋,並且
本契約中所有相關術語的定義見附錄一。
2. PARTIES TO THE CONTRACT 2. 契約雙方
2.1 Particulars of Parties 2.1 本契約雙方的具體情況:
The Parties to this Contract are: 本契約的雙方為:
(a) Party A, [Party A name] (in Chinese: [(Chinese name)]), [Party A entity form]
established and existing under the laws of China with its legal address at [Party A legal address]
(in Chinese: [(Chinese address)]). (a)
甲方:[甲方名稱](英文書寫:[(英文名稱)],一家根據中華人民共和國法律
組建並存續的[甲方組織形式],法定地址[甲方法定地址](英文書寫:[(英文住址)]。
[Legal] [Authorized] Representative of Party A: 甲方[法定][授權]代表人:
Name: [Party A rep name] (in Chinese: [(Chinese Name)] 姓名:
[甲方代表姓名](英文書寫:[(英文姓名)]
Title: [Party A rep position] 職務: [甲方代表職務]
Nationality: Chinese 國籍: 中國
(b) Party B, [Party B name], [Party B entity form] organized and existing under the
laws of [Party B jurisdiction of incorporation] with its registered address at [Party B registered
address]. (b)
乙方:[乙方名稱](英文書寫:[(英文名稱)],一家根據[乙方所在國]法律組
建並存續的[乙方組織形式],註冊地址[乙方註冊地址](英文書寫:[(英文住址)]
Authorized Representative of Party B: 乙方授權代表人:
Name: [Party B rep name] 姓名: [乙方代表姓名](英文書寫:[(英文姓名)]
Title: [Party B rep position] 職務: [乙方代表職務]
Nationality: [Party B rep nationality] 國籍: [乙方代表國籍]
2.2 Parties' Authorised Representatives 2.2 雙方的授權代表的更換
Each Party shall have the right to change its legal or authorized representative and
shall promptly notify the other Party of such change and the name, position and nationality of its
new legal or authorized representative.
雙方有權撤換其各自的法定代表人或授權代表,並應將新法定代表人或授權代表的
姓名、職位和國籍及時通知另一方。
3. ESTABLISHMENT OF THE COMPANY 3. 成立合營公司
3.1 Establishment of Company 3.1 合營公司的設立
The Parties hereby agree to establish the Company promptly after the Effective
Date in accordance with the EJV Law, the EJV Implementing Regulations, other Applicable Laws,
and the provisions of this Contract.
雙方特此同意在本契約生效後依照合資企業法、合資企業法實施條例、其他相關法律以
及本契約的條款及時成立合營公司。
3.2 Name of Company 3.2 合營公司的名稱
The name of the Company shall be “[JV Chinese name]” in Chinese, and
“[JV name]” in English. 合營公司的中文名稱為“[ ]”,英文名稱為“[ ]”。
3.3 Company Legal Address 3.3 合營公司的法定地址
The legal address of the Company shall be [JV legal address], China (in Chinese:
[Chinese address]).
合營公司的法定地址為中國[合營公司法定地址],(英文書寫:[英文地址])。
3.4 Company Branch Offices 3.4 合營公司的分支機構
The Company may establish branch offices inside China and overseas
with the consent of the Board and approval from the relevant
governmental authorities. 合營公司經董事會決議並經有關政府機關批准可在
國內外成立分支機構。
3.5 Limited Liability Company 3.5 有限責任公司
The form of organization of the Company shall be a limited liability company.
[Neither Party shall have any liability to the Company except to the extent of its agreed capital
contributions. The Company shall be liable to its creditors to the extent of its assets.]
合營公司的組織形式為有限責任公司。[任何一方僅以其出資額為限對合營公司承擔責任。
合營公司應以其資產對其債權人承擔責任。]
3.6 Chinese Laws Applicable 3.6 適用中國相關法律
The Company shall be a legal person under the laws of China. The Company shall
be subject to the jurisdiction of and shall be protected by all relevant laws, decrees
and rules and regulations of China. The activities of the Company shall comply
with the Applicable Laws of China.
合營公司按照中國法律為獨立法人。合營公司受中國相關法律的管轄和保護。
合營公司的活動應該遵守中國的相關法律。
4. PURPOSE, SCOPE AND SCALE OF OPERATION 4. 宗旨、經營範圍及運營
規模
4.1 Purpose of Joint Venture 4.1 合營公司的宗旨
The purpose of the joint venture shall be to utilize the combined technological, management,
operational and marketing strengths of the Parties within the approved scope of business of the
Company to achieve good economic results and a return on investment satisfactory to the Parties.
合營公司的宗旨是結合雙方在技術、管理、運營以及行銷方面的優勢,在合營
公司經批准的經營範圍內開展業務,以取得良好的經濟效益以及令雙方滿意的投資回報。
4.2 Scope of Business 4.2 經營範圍
The scope of business of the Company shall be to [design, manufacture and market [JV
products] [to provide [●] services.]
合營公司的經營範圍是[設計、製造以及行銷[合營產品]並提供[·]合營服務。]
4.3 Business Plan 4.3 業務計畫
The Business Plan of the Company shall be established by the Board in view of actual market conditions, expected sales volumes, the employees' ability
to absorb new technology and any other factors considered important by the Board.
Such plan may be expanded or reduced by the Board from time to time in light of
market and other relevant conditions.
合營公司的業務計畫由董事會在考慮市場實際情況、預計的產品銷售額、雇員
吸收新技術的能力以及其他董事會認為重要的因素後確定。該業務計畫可由董事會不時根據
市場行情以及其他相關的`情況予以擴大或縮小。
4.4 Independent Entity 4.4 獨立實體
The Company shall conduct its business as an independent economic entity and
will operate autonomously.
合營公司作為獨立的經濟實體開展業務,自主經營。
5. TOTAL INVESTMENT AND REGISTERED CAPITAL 5. 投資總額和註冊資
本
5.1 Total Investment Amount 5.1 投資總額
The total amount of investment required by the Company is presently
estimated by the Parties to be [total investment amount].
雙方目前估計合營公司所需的投資總額為[ ]。
5.2 Registered Capital Amount 5.2 註冊資本
The Company's registered capital shall be [registered capital
amount]. 合營公司註冊資本為[ ]。
5.3 Contributions to Capital 5.3 出資
(a) Party A's contribution to the registered capital of the Company
shall be [Party A registered capital contribution], representing a
[Party A equity share percentage] share of the registered capital of
the Company. (a) 甲方對合營公司註冊資本的出資為[ ],占合營公司註冊資本
份額的百分之[ ]。
(b) Party B's contribution to the registered capital of the Company shall be
[Party B registered capital contribution], representing a [Party B equity share
percentage] share of the registered capital of the Company. (b) 乙方對合營公司註冊資本的出資為[ ],占合營公司註冊資本份額的百分之[ ]。
5.4 Payment of Registered Capital; Conditions Precedent 5.4
註冊資本的繳付;先決條件
(a) Subject to Article 5.4(c) below, each Party shall make its contribution to the registered capital of the Company in accordance with the schedule set forth in Schedule C. (a) 在遵循以下第5.4(c)條規定的前提下,每一方應按照附錄三中規定的時間表及條件繳付其認繳的註冊資本。
(b) Subject to Article 5.4(c) below, in the event that a Party failsto make its capital contribution, in whole or in part, in accordance with the provisions of this Contract, such Party shall be liable to pay simple interest to the Company at a rate equal to
[default interest rate] per annum on the unpaid amount from the time due until the time the full outstanding amount including penaltyinterest is paid to and received by the Company. (b)
在遵循以下第5.4(c)條規定的前提下,如果一方未依照本契約的條款全額或部分出資,則該方應就欠繳的出資額按年利率[
]的單利向合營公司支付罰息,計息期為該筆出資的應繳日期至該筆出資及罰息全額支付,並由合營公司收到之日。
(c) Neither Party shall have any obligation to make its contribution
to the Company's registered capital until it has received each of
the following documents: (c) 在一方收到以下各份檔案之前,該方沒有向合營公司繳付出資的義務:
(i) a copy of the Approval Letter and the Approval Certificate
approving this Contract and the Articles of Association without
的批覆和批准證書,且其中沒有對本契約和公司章程作實質性修改;
(ii) a copy of the Business License incorporating the business scope
set out in Article 4.2 without Material Modification. (ii) 載有本契約第4.2 條所述經營範圍的營業執照,且其中對上述經營範圍無實質性修改。 (d) If the Approval Letter, Approval Certificate or the Business
License (each being an “Approval Document”) is issued with a
Material Modification, the Parties shall consult together to
determine whether: (d)
如果批覆、批准證書或營業執照(合稱“批准檔案”)中某一份含有對相關內容的實質性修改,則雙方應共同協商並做出以下決定之一:
(i) to accept such Material Modification and waive the corresponding
condition precedent in Article 5.4(c), or (i)
接受這些實質性修改,並且放棄第5.4(c)條所載相應的先決條件,或者 (ii) to apply to the relevant government departments to have such
Approval Document amended and re-issued in a form which remedies the Material Modification to the satisfaction of both Parties. (ii)
向相關政府機關申請,對該份批准檔案以雙方均可接受的方式進行修訂,並且重新頒發。
In addition, if the Approval Letter and/or the Approval Certificate
is issued with a Material Modification, and the Parties do not agree
英文契約模板集錦 篇35
棉花買賣契約(適用於非國產棉貿易)
COTTON PURCHASE CONTRACT APPLICABLE TO
NON- CHINESE COTTON TRADE
中國棉花協會制定
INSTITUTED BY CHINA COTTON ASSOCIATION
20xx年4月
棉花買賣契約
COTTON PURCHASE CONTRACT
契約編號: 日期:
Contract No.: Date:
買方: 賣方:
Buyer:Seller:
地址: 地址:
Address: Address:
電話: 電話:
Tel: Tel:
傳真: 傳真:
Fax: Fax:
電子郵件:電子郵件:
E-mail: E-mail:
本契約由買賣雙方訂立,根據本契約規定的條款,買方同意購買、賣方同意出售下述商品:
This Contract is made and entered into by and between the Buyer and the Seller; and in accordance with the terms and conditions of the Contract, the Buyer agrees to buy and the Seller agrees to sell the following commodity:
1 商品名稱
1 Commodity
產地:
Origin:
生產年度:
Crop year:
類別:(細絨棉 ,長絨棉)
Category: _________ (upland cotton, long-staple cotton)
加工方式: 鋸齒棉皮輥棉
Ginning: saw ginnedroller ginned
2 規格/質量
2 Specifications/Quality
級別: USDA通用棉花標準
Grade:USDA Universal Cotton Standards
憑小樣(小樣型號)
by type:
長度: (英寸,毫米)
Staple Length: (inch/mm)
馬克隆值: NCL
Micronaire: NCL
斷裂比強度值: 最小值 克/特克斯,平均值 克/特克斯以上
Strength: minimumgrams/tex,
average above grams/tex
3 數量
3 Quantity
淨重: (噸,磅,包)
Net Weight:(ton/pound/bale)
溢短裝率: %(默認值為1.5%) 不允許多裝
Weight Tolerance Ratio %( If not specified here, 1.5% will be applied)
Excess not allowed
噸與磅的換算公式: 1噸=2204.62磅
Conversion between ton and pound: 1 ton=2204.62 pounds
4價格
4 Price
單價:(美分/磅,人民幣元/噸)
Unit Price: (USC(cent)/pound or RMB(Yuan)/ton)
價格條件: (CIF,CFR, FOB,其它)
Terms: (CIF, CFR, FOB or others)
總價: (美元,人民幣元)
Total Value:(USD/RMB)
5付款方式 信用證 憑單托收其它
5 Payment Terms Letter of Credit D/P Others
6重量、質量檢驗:CIQ檢驗證書為結算和索賠的依據
6 Weight and Quality Inspection: CIQ Inspection Certificate shall be the basis for settlement and compensation
7裝運/交貨日期:從——(年月日)到——(年月日),或按月等量裝運/交貨(每月數量)(噸,磅,包)
7 Shipment / Delivery: shipment /delivery from_________(mm/dd/yy) to_______(mm/dd/yy) Or equal monthly shipment/delivery as follows: ___________( ton, pound, bale)
8目的地:
8 Destination:
9一般條款
9 General Terms
一般條款為本契約不可分割的一部分。對該條款中任何一款的修改和刪除應在備註中註明。 The General Terms shall constitute an integral part of the Contract. Amendment to or deletion of any general terms shall be specified in the Remarks.
10 仲裁:凡因本契約引起的或與本契約有關的任何爭議,雙方同意提交:(中國國際經濟貿易仲裁委員會[CIETAC]; 國際棉花協會[ICA]; 其它仲裁機構),按照申請仲裁時該仲裁機構現行有效的仲裁規則進行仲裁。
10 Arbitration: Any dispute arising from or in connection with the Contract shall be referred to ( CIETAC ,ICA , OTHERS )for arbitration in accordance with its arbitration rules effective at the time of application.
11 本契約採用書面形式,由買賣雙方授權代表簽字。雙方在契約簽訂日之前以其它書面通訊方式,如信函、電報、傳真或電子郵件形式達成的成交內容,須由本契約確認。
11 This Contract shall be made in written form and signed by the authorized representatives of the parties. The signed or stamped contract shall verify the terms and conditions of the contract previously agreed to at an earlier date in other written communications including mail, telegraph, fax, or e-mail.
12 備註
12 Remarks
買方簽字: 賣方簽字:
Signature of the Buyer:Signature of the Seller:
日 期: 日 期:
Date: Date:
一般條款
GENERAL TERMS
本一般條款是《棉花買賣契約》不可分割的一部分。
These General Terms shall be an integral part of the Cotton Purchase Contract.
1 定義
1 Definitions
在本契約中,下列詞語的含義如下:
The following terms shall have the following meanings in the Contract:
· CIQ:中國出入境檢驗檢疫機構。
CIQ:China Entry-Exit Inspection and Quarantine
· NCL:不允許超出控制界限。
NCL:No control limit is allowed.
· USDA:美國農業部。
USDA: United States Department of Agriculture
· 通知:採用電報、信函、傳真、電子郵件等方式告知對方。
Notification: to notify the other party by telegraph, mail, fax, e-mail, or other methods.
· 皮重:棉花包裝材料的重量。
Tare: the weight of cotton’s packaging materials.
· 淨重:總重扣除皮重後的重量。
Net Weight: the gross weight less tare.
· 非棉物質:混入棉花中對使用有嚴重影響的硬軟雜物,如化纖絲、麻絲、破布、木屑、金屬物品等。
Non-Cotton Substance: soft or hard sundries mixed in the cotton that have serious impact on the use of the same, including chemical fiber, flax, cloth, wooden chips metal articles, etc.
· 無紡用價值棉花:霉變棉、水漬棉、油污棉、火燒棉、棉花廢料、棉短絨等。
No Spinning Value Cotton: mouldy cotton, water damaged cotton, oil stained cotton, burned cotton, cotton waste and linters, etc.
· 棉花廢料:加工或使用棉花過程中產生的下腳回收廢料等。
Cotton Waste: leftover and/or recycling waste left during the processing or use of the cotton.
· 欺詐棉包:單個棉包中:含有與棉花完全無關的非棉物質;裡面含有污染棉花,但從棉包外部或可看出或看不出來;好棉花在外面,次棉花包在裡面,以免在常規檢查中被發現;有一定數量的無紡用價值棉花。
False Packed Bale: cotton in a single bale: containing substances entirely foreign to cotton; containing damaged cotton in the interior with or without any indication of such damage upon the exterior; composed of good cotton upon the exterior and decidedly inferior cotton in the interior, in such a manner as not to be detected by customary examination; or containing a certain amount of no spinning value cotton.
· 混雜棉包:單個棉包中含有一定數量不同品級、不同長度或不同顏色類型的棉花。
Mixed Packed Bale: a bale containing a certain amount of different grades, staples or colors of cotton.
· 溢短裝率:到岸重量超出或少於契約規定重量的部分占契約總重量的百分率。
Weight Tolerance Ratio: the percentage of the part of the CIQ landed weight exceeding or shorter than the weight provided by the Contract against the total contract weight.
· 棉包密度:採用通用棉包密度,是指根據國際標準化組織——ISO第8115-1986(E)的規定,一個貨包長度在1060-1400毫米,寬度540毫米,高度700-950毫米。
Bale Density: Universal Bale Density as determined by the International Standards Organization – ISO Reference No. 8115-1986 (E) is a bale with the nominal dimensions of 1060 to 1400 mm in length by 540 mm in width and 700-950 mm in height.
2包裝
2 Packing
適合于海運的緊縮機出口包裝,外裹棉布或其他不能產生異性纖維的包裝,綑紮牢固,包裝完整。如果使用容易產生異性纖維的包裝材料包裝棉花,則賣方須承擔全部清理異性纖維的費用。棉花須以通用密度壓縮貨包的形式供貨。
Compressed export packing suitable for voyage, outside wrapped by cotton cloth or other packing materials that do not contain foreign matters, tightly and completely packed. If any packing materials that may easily produce foreign matters are used to pack the cotton, the Seller shall bear all the expenses for the cleaning of foreign matters. The cotton shall be supplied in forms of universal density compressed package.
3嘜頭
3 Marks
除非另有約定,在棉包上掛有永久性棉包標識卡或在棉包的兩側用不褪色的顏料按下列項目逐包刷嘜,其內容為:
Unless otherwise agreed, hang permanent cotton identification card onto the cotton bale or mark on both sides of each cotton bale with unfading paint the following items:
A 批號/包號 B毛重 C契約號
A. Lot Number/Bale NumberB. Gross WeightC. Contract Number
若嘜頭不清,由此而產生的混嘜理貨費由賣方承擔。
If the marks are not clear, all the expenses arising from sorting the mixed mark bales shall be borne by the Seller.
4裝船通知
4 Shipment Notice
4.1 如為FOB成交:賣方應在收到船公司的裝運通知後48小時內,通知買方契約號、品級、長度級或小樣型號、包裝、淨重、金額;裝船日期、裝船口岸、目的港和預計到港日期,並航寄、傳真或電子郵件的形式將裝船單據副本一式三份給買方。
4.1 Under FOB terms: the Seller shall notify the Buyer by telegraph, fax or e-mail of the contract number, grade, staple or type, packing, net weight, and price; as well as shipment date, shipment port, destination port and estimated arrival date within 48 hours after notification from the shipping line and mail, fax or e-mail three copies of the duplications of the loading documents to the Buyer.
4.2 如為CFR/CIF成交:賣方應在收到船公司的裝運通知後48小時內,通知買方船名、船齡(老船賣方要付超齡加保費)、船旗、裝船日期、裝船口岸、目的港、契約號、提單號、總金額、毛重、淨重。
4.2 Under CFR/CIF terms: the Seller shall notify the Buyer of the ship name, ship age (for aged ship the Seller shall pay the over-age extra premium), ship flag, shipment date, shipment port, destination port, contract number, number of the bill of lading, total price, gross weight and net weight within 48 hours after the shipment notification from the shipping line.
4.3 如賣方未按上述4.1、4.2款規定通知買方,以致買方未能及時購買保險,由此而產生的損失由賣方負擔。
4.3 If the Seller fails to notify the Buyer by telegraph, fax or e-mail as provided in above Article
4.1 and Article 4.2 and thus the Buyer is unable to purchase the insurance in time, all the losses arising therefrom shall be borne by the Seller.