4楼的已经回答很多,我补充一点:
外销合同,不同于国内签的合同,由于对双方制约性差,因而严肃性也较差,只不过是双方达成合作意向的表示.真正外贸订单有效,开始于客户T/T或信用证过来.目前外贸公司的合同都是我们自己拟定打印的格式合同,外商往往看也不怎么细看,就签了,即使里面有对其不利的条款.
下面是我正在用的两种合同,仅供参考
1)
.
Sales Contract Contract No.
The Seller：Co., Ltd. Signed at:
, China Date：
Tel:0086- Email: -
,HTTP//:www(dot)(dot)com
The Buyer：
The Buyers agree to buy and the Sellers agree to sell the following goods on terms and conditions as set forth below：
_________________________________________________________________________________________________
ART NO. DESCRIPTION OF GOODS QUANTITY UNIT PRICE AMOUNT _________________________________________________________________________________
TOTAL: PCS USD
1. With % More or less both in Amount and Quantity allowed at the seller’s option.
2. Packing：________________________________________________________________________________________
3. Shipping Mark：__________________________________________________________________________________
4. Time of Shipment：□ Within days after receipt of L/C allowing transhipment and partial shipment.
5. Loading Port: Shanghai, China Destination Port:_________________________________________________
6. Payment：□ By 100% confirmed, Irrevocable, Transferable and Divisible Letter of Credit to be
available by sight draft and to remain valid for negotiation in China until the 15th day after the aforesaid Time
of Shipment.
7. The contents of the covering Letter of Credit shall be in strict conformity with the stipulations of the Sales Contract. In case of any variation there of necessitating amendment of the L/C, the Buyers shall bear the expenses for effecting the
amendment. The Sellers shall not be held responsible for possible delay of shipment resulting from awaiting the
amendment of the L/C and reserve the right to claim from the Buyers for the losses resulting therefrom.
8. Insurance：To be covered by the___for 110% of the invoice value against____________________________________
_______________________________________________________________________________________________.
Except in cases where the insurance is covered by the Buyers as arranged, insurance is to be covered by the Sellers
with a Chinese insurance company. If insurance for additional amount and /or for other insurance terms is required by
the Buyers, prior notice to this effect must reach the Sellers before shipment and is subject to the Sellers’ agreement,
and the extra insurance premium shall be for the Buyers’ account.
9. It is mutually agreed that the Inspection Certificate of Quality (Weight) issued by the China Import and Export
Commodity Ispection Bureau at the port of shipment shall be part of the documents to be presented for negotiation
under the relevant L/C. The buyers shall have the right to reinspect the Quality and Quality (Weight) of the cargo. The
reinspection fee shall be borne by the Buyers. Should the Quality and/or Quantity (Weight) be found not in conformity
with that of the contract, the Buyers are entitled to lodge with the Sellers a claim which should be supported by survey
reports issued by a recognized Surveyer approved by the Sellers.
10. Discrepancy：In case of quality discrepancy, claim should be lodged by the Buyers within 30 days after the arrival of
the goods at the port of destination, while for quantity discrepancy, claim should be lodged by the Buyers within 15
days after the arrival of the goods at the port of destination. In all cases, claims must be accompanied by Survey
Reports of Recognized Public Surveyors agreed to by the Sellers. Should the responsibility of the subject under claim
be found to rest on the part of the Sellers, the Sellers shall, within 20 days after receipt of the claim, send their reply to
the Buyers together with suggestion for settlement. It is understood that the Sellers 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.
11. The Sellers shall not be held responsible if they fail, owing to Force Majeure cause or causes, to make delivery within
the time stipulated in this Sales Contract or cannot deliver the goods. However, the Sellers shall inform immediately
the Buyers by cable. The Sellers shall deliver to the Buyers by registered letter, if it is requested by the Buyers, a
certificate issued by the China Council for the Promotion of International Trade or by any competent authorities,
attesting the existence of the said cause or causes. The Buyers’ failure to obtain the relative Import Licence is not to be
treated as Force Majeure.
12. The contents of the covering Letter of Credit shall be in strict conformity with the stipulations of the Sales Contract.
In case of any variation there of necessitating amendment of the L/C, the Buyers shall bear the expenses for effecting
the amendment. The Sellers shall not be held responsible for possible delay of shipment resulting from awaiting the
amendment of the L/C and reserve the right to claim from the Buyers for the losses resulting therefrom.
13. Arbitration: All disputes in connection with this Contract or the execution thereof shall be settled by negotiation
between two parties. If no settlement can be reached, the case in dispute shall then be submitted for arbitration in the
country of defendant in accordance with the arbitration regulations of the arbitration organization of the defendant
country. The decision made by the arbitration organization shall be taken as final and binding upon both parties. The
arbitratio expenses shall be borne by the losing party unless otherwise awarded by the arbitration organization.
14. The Buyers are requested to sign and return one copy of this Sales Confirmation immediately after receipt of the same. Objection, if any, should be raise by the Buyers within five days after the receipt of this Sales Confirmation, in the
absence of which it is understood that the Buyers have accepted the terms and conditions of the Sales Confirmation.
The Seller: Sou LCo., Ltd.
(Authorized Signature)
The Buyer:
(Authorized Signature)
2)中英问版合同
S., LTD.
Sales Contract Contract No.
卖方(The Seller)：
Co., Ltd. 签定地点Signed at:
, China 签订日期(Date)：
Tel:0086-2-Fax:0086-2- HTTP//:www(dot)(dot)com
买方(The Buyer)：
双方同意按下列条款由买方售出下列商品：
The Buyers agree to buy and the Sellers agree to sell the following goods on terms and conditions as set forth below：
货号 品名及规格 数量 单价 金额
ART NO. DESCRIPTION OF GOODS QUANTITY UNIT PRICE AMOUNT ___________________________________________________________________________________
TOTAL: PCS USD
1. 数量及总值均有 %的增减,由卖方决定。
WITH % MORE OR LESS BOTH IN AMOUNT AND QUANTITY ALLOWED AT THE SELLERS OPTION。
2. 包装（PACKING）：_______________________________________________________________________________________
3. 装运唛头（SHIPPING MARK）：______________________________________________________________________________
4. 装运期（TIME OF SHIPMENT）：□ 收到可以转船及分批装运之信用证 天内装 出。
□ Within days after receipt of L/C allowing transhipment and partial
shipment.
5. Loading Port: Shanghai, China Destination Port:____________________________________________________
6. 付款条件（PAYMENT）：□ 开给我方100%不可撤销即期付款及可转让可分割之信用证，并须注明可在上述装运日期后15
天内在中国议付有效。
□ By 100% confirmed, Irrevocable, Transferable and Divisible Letter of Credit to be
available by sight draft and to remain valid for negotiation in China until the 15th
day after the aforesaid Time of Shipment.
7. 保险(Insurance)：保险由 方负责，按本合同总值110%投保_____险。
Insurance：To be covered by the___for 110% of the invoice value against________________
_________________________________________________________________________.
8. 除经约定保险归买方投保者外，由卖方向中国的保险公司投保。如买方需增加保险额及/或需加保其他险，可于装船前提出，经卖方同意后代为投保，其费用由买方负担。
4. Except in cases where the insurance is covered by the Buyers as arranged, insurance is to be covered by the Sellers with a Chinese insurance company. If insurance for additional amount and /or for other insurance terms is required by the Buyers, prior notice to this effect must reach the Sellers before shipment and is subject to the Sellers’ agreement, and the extra insurance premium shall be for the Buyers’ account.
9. 双方同意以装运港中国进出口商品检验局签发的品质的数量（重量）检验***作为信用证项下议付所提出单据的一部分。买方有权对货物的品质和数量（重量）进行复验，复验费由买方负担。如发现品质或数量（重量）与合同不符，买方有权向卖方索赔。但须提供经卖方同意的***机构出具之检验报告。
It is mutually agreed that the Inspection Certificate of Quality (Weight) issued by the China Import and Export Commodity Ispection Bureau at the port of shipment shall be part of the documents to be presented for negotiation under the relevant L/C. The buyers shall have the right to reinspect the Quality and Quality (Weight) of the cargo. The reinspection fee shall be borne by the Buyers. Should the Quality and/or Quantity (Weight) be found not in conformity with that of the contract, the Buyers are entitled to lodge with the Sellers a claim which should be supported by survey reports issued by a recognized Surveyer approved by the Sellers.
10. 异议：品质异议须于货到目的口岸之日起30天内提出，数量异议须于货到目的口岸之日起15天内提出，但均须提供经卖方同意的***行的检验证明。如责任属于卖方者，卖方于收到异议20天内答复买方并提出处理意见。买方提出索赔，凡对所装运物所提任何异议属于保险公司、轮船公司及其他有关运输机构或邮递机构所负责者，售方不负任何责任。Discrepancy：In case of quality discrepancy, claim should be lodged by the Buyers within 30 days after the arrival of the goods at the port of destination, while for quantity discrepancy, claim should be lodged by the Buyers within 15 days after the arrival of the goods at the port of destination. In all cases, claims must be accompanied by Survey Reports of Recognized Public Surveyors agreed to by the Sellers. Should the responsibility of the subject under claim be found to rest on the part of the Sellers, the Sellers shall, within 20 days after receipt of the claim, send their reply to the Buyers together with suggestion for settlement. It is understood that the Sellers 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
11. 因人力不可抗拒事故使卖方不能在本售货合约规定期限内交货或不能交货，卖方不负责任，但是卖方必须立即以电报通知买方。如果买方提出要求，卖方应以挂号函向买方提供由中国国际贸易促进委员会或有关机构出具的证明，证明事故的存在。买方不能领到进口许可证，不能被认为系属人力不可抗拒范围。
The Sellers shall not be held responsible if they fail, owing to Force Majeure cause or causes, to make delivery within the time stipulated in this Sales Contract or cannot deliver the goods. However, the Sellers shall inform immediately the Buyers by cable. The Sellers shall deliver to the Buyers by registered letter, if it is requested by the Buyers, a certificate issued by the China Council for the Promotion of International Trade or by any competent authorities, attesting the existence of the said cause or causes. The Buyers’ failure to obtain the relative Import Licence is not to be treated as Force Majeure.
12. 信用证内容须严格符合本售货合约的规定，否则修改信用证的费用由买方负担，卖方并不负因修改信用证而延误装运的责任，并保留因此而发生的一切损失的索赔权。
3. The contents of the covering Letter of Credit shall be in strict conformity with the stipulations of the Sales Contract. In case of any variation there of necessitating amendment of the L/C, the Buyers shall bear the expenses for effecting the amendment. The Sellers shall not be held responsible for possible delay of shipment resulting from awaiting the amendment of the L/C and reserve the right to claim from the Buyers for the losses resulting therefrom.
13. 仲裁： 凡因执行本合同或与本合同有关事项所发生的一切争执， 应由双方通过友好的方式协商解决。 如果不能取得协议时，则在被告***根据被告仲裁机构的仲裁程序规则进行仲裁。仲裁决定是终局的，对双方具有同等约束力。仲裁费用除非仲裁机构另有决定外，均由败诉一方负担。
Arbitration: All disputes in connection with this Contract or the execution thereof shall be settled by negotiation between two parties. If no settlement can be reached, the case in dispute shall then be submitted for arbitration in the country of defendant in accordance with the arbitration regulations of the arbitration organization of the defendant country. The decision made by the arbitration organization shall be taken as final and binding upon both parties. The arbitratio expenses shall be borne by the losing party unless otherwise awarded by the arbitration organization. 买方 卖方
THE BUYERS SUZHOU CO., LTD.
本帖子2004-11-15 11:45:17由james1进行编辑!! 本帖子2004-11-15 11:49:43由james1进行编辑!!
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发帖时间 - 2004/11/13 18:33:52