技术出口合同(商务部2007版)

Con tract for Equipme nt Sales and Tech no logyLice nsingCon tract No. _______________This Con tract (here in after referred to as the “ Con tract ” ) is made anden tered into as of _________________ (the date of sig nature ) in ____________________ (the place of sig nature) through frie ndly n egotiati on by and betwee n _______________ a compa ny in corporated and exist ing un der the laws of _______________ with its registered address at ________________ , and with its prin cipal place of bus in essat________________ (here in after referred to as the “ Buyer ” ), and ____________ a company incorporated and existing under the laws of the People's Republic of Chi na with its registered address at _______________ , and with its prin cipalplace of bus in ess at _________________ (here in after referred to as the________________________________________ “ Seller ” ).Whereas, the Buyer desires to en gage the Seller to provide the Equipme nt, related desig n. Tech ni cal Docume ntatio n. Tech ni cal Service and Tech ni cal Trai ning and to obta in from the Seller a lice nse of Pate nt an d/or Kno w-how in relation to the Erection. Test Run, Commissioning, Performanee Test , operation and maintenance for the Equipme nt, as well as manu facture of the Con tract Products. Now it is hereby mutually agreed as follows:Article 1 Defini tio ns1.1 “Acceptanee ” means the Buyer accepted the Equipment in accordanee with Article 11.5.1.2 “ Commissioning ” means the operation of the Equipment in accordanee with Article 11.4 for the purpose of carry ing out Performa nee Test.1.3 “ Contract ” means this Con tract sig ned by and betwee n the Buyer and the Seller, including Appendices attached which shall form an integral part ofthis Con tract.1.4 “ Con tract Products ” refers to all types of the products manu factured with Pate nt an d/or Kno w-how un der the Con tract, details of which are specified in Appe ndix 1.1.5 “ Destination Airport ” refers to _________________ Airport.1.6 “ Effective Date of the Con tract ” mea ns the date whe n the Con tract en ters 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 Appe ndix 3.1.8 “ Erecti on ” means plac ing the Equipme nt to the positi ons accordi ng to the desig n draw in gs, and connecting it with releva nt equipme nt and utilities.1.9 “ Improvement” refers to new findings and/or modifications made in the validity period of the Con tract by either party on Pate nt an d/or Kno w-how in the form of new desig ns, formulas, recipes, in gredie nts, in dices, parameters, calculati ons, or any other in dicators.1.10 “Job Site ” means the site where the Equipment shall be located a nd/or erected, namely ________________ .1.11 “ Know hoW refers to any valuable tech ni cal kno wledge, data, in dices, draw in gs, desig ns and other tech ni cal in formati on, concerning the Erect ion,Test Run, Commissioning, Performanee Test , operation and maintenance for the Equipme nt as well as manu facture of the Con tract Products, developed and owned or legally acquired and possessed by the Seller and disclosed to the Buyer by the Seller,which is unknown to either public or the Buyer before the Date of Effective ness of this Con tract, and for which appropriate protecti on measures have bee n take n by the Seller for keep ing Kno w-how in secrecy. The specific descripti on of Kno w-how is set forth in Appe ndix 3.1.12 “Last Shipment ” means the shipment with which the accumulated invoice value of shipped goods has reached _________________ (_________________ ) perce nt of the total Equipme nt price.1.13 “ Pate nt ” refers to any and all of the effective pate nt rights possessed by the Seller and lice nsed to the Buyer un der the Con tract in connection with the Erect ion, Test Run, Commissio ning, Performa nee Test,operati on and maintenance for the Equipme nt, as well as manu facture of the Con tract Products, the No. and list of which are set forth in Appe ndix 3.1.14 “ Performanee Test ” means the tests for examining whether the Equipment is able to meet guarantee figures specified in Appendix 1.1.15 “ Tech ni cal Docume ntati on ” means the tech ni cal in dices and data, specificati ons, draw in gs, processes, tech ni cal and quality sta ndards, andother documents carrying the descriptions and explanations of Patent, Know-how and other technical information, in connection with the Erection, Test Run, Commissioning, Performance Test ，operation and maintenance for the Equipment, as well as manufacture of the Contract Products, to be provided by the Seller as listed in Appendix 4.1.16 “Technical Service ” means the technical instruction, assistance and guidance rendered by the Seller as per Appendix 6.1.17 “Technical Training ”means the training rendered by the Seller as per Appendix 7.1.18 “Test Run ”means the initial run of a single machine or the whole system of theEquipment without materials.1.19 “Warranty Period ” means the period of the warranty given by the Seller as specified in Article 12.2, during which the Seller is responsible for the defects of the Equipment as per Article 12.Article 2 Scope of the Contract2.1 The Seller's Obligation2.1.1 The Seller shall supply the Equipment, provide the design, Technical Documentation, and conduct the Technical Service and Technical Training, and grant the Buyer a right to use the Patent and/or Know-how as set forth in the Contract.2.1.2 The Seller shall supply the Equipment which is listed in Appendix 3, the specification is detailed in Appendix 1.2.1.3 The Seller shall provide design in accordance with Appendix 5, and submit to the Buyer the Technical Documentation listed in Appendix 4.2.1.4 The Seller shall conduct the Technical Services at the Job Site as per Appendix 6.2.1.5 The Seller shall conduct the Technical Training as per Appendix 7.2.2 The Buyer's Obligation2.2.1 The Buyer shall at his own costs and expe nses, provide the Seller with all in formati on and data concerning the desig n as per Appe ndix 2. The Buyer shall en sure the complete ness, correct ness and accuracy of all suchin formatio n and data.2.2.2 The Buyer shall at his own costs and expe nses, obta in all n ecessary import permits, un dertake customs cleara nee, take delivery of the Equipme nt to be supplied by the Seller and transport them to the Job Site in time.2.2.3 The Buyer shall at his own costs and expe nses, perform all the civilworks, con struct ion, Erectio n, Test Run , Commissio ning and Performa nee Test in accorda nee with the Tech ni cal Docume ntati on un der the Tech ni cal Services ren dered by the Seller as per Appe ndix 6.2.2.4 The Buyer shall at his own costs and expe nses, supply all the equipme nts, spare parts and facilities required, except for the Equipment supplied by the Seller as per Appe ndix3.2.2.5 The Buyer shall at his own costs and expe nses, provide the qualified and appropriate technical personnel, labor, tools, utilities and the Job Site intime for Erect ion, Test Run, Commissio ning, and Performa nee Test as specified in Appe ndix 2.2.2.6 The Buyer shall at his own costs and expe nses, perform n ecessary administration and security guard at the Job Site.Article 3 Grant of Lice nse3.1 The Seller agrees to grant to the Buyer and the Buyer agrees to obtainfrom the Seller a lice nse to manu facture the Con tract Products as well as to con ductErectio n, Test Run, Commissio ning, Performa nee Test, operatio n and maintenance for the Equipme nt with Pate nt an d/or Kno w-how as well as to use and sell the Con tract Products. The n ame, model, specificati on, and tech ni cal data of the Con tract Products are detailed in Appe ndix 1. The Buyer shall not make use of Pate nt an d/or Kno w-how for any purposes other tha n those stipulated in the Con tract without prior writte n approval from the Seller. The annual output of the Con tract Products manu factured by the Buyer shall in no case exceed .3.2 (Optio n 1) The lice nse gran ted un der the Con tract shall be an exclusive license. The Seller shall not retain its right to grant the licenses to anythird parties, or to explore Pate nt an d/or Know-how as well as to sell theCon tract Products by itself within the territory specified in Article 34(Optio n 2) The lice nse gran ted un der the Con tract shall be a non-exclusive license. The Seller shall retain its right to grant the licenses to any third parties, and to explore Pate nt an d/or Kno w-how as well as to sell the Con tract Products by itself within the territory specified in Article 343.3 The lice nse gran ted un der the Con tract shall be a non-tran sferable andnon-sublicensing license, under which the Buyer shall neither be entitled to tran sfer nor grant sub-lice nse to any third party without prior writte n approval from the Seller.3.4 Territory3.4.1 The Seller agrees to grant the license to the Buyer only within theterritory of _________________ (co untry or regio n). The Buyer shall not explorePate nt an d/or Kno w-how in any place other tha n the Job Site without previous written consent of the Seller.3.4.2 The Seller agrees to grant a lice nse to the Buyer to use and sell theCon tract Products on ly within the territory of ________________ (Co un try or region). In case the Buyer fails to perform its obligations under this Clause, all the actual losses and damages thus in curred to the Seller shall be borne by the Buyer, and the Seller shall have the right to termi nate the Con tract without prejudice to any remedies specified in the Con tract.Article 4 Price4.1 The Buyer agrees to pay the total Con tract price, Tech ni cal Trai ning and Tech ni cal Service fee to the Seller.4.2 The total Con tract price, in clud ing price of the Equipme nt, desig n,Technical Documentation and a license fee in a fixed amount, shallbe _______________ (say _________________ onl y).The breakdow n price is as follows:The price for Equipme nt is _________________ (say ________________ onl y).Fee for desig n is _________________ (say _________________ o n ly).Fee for Tech ni cal Docume ntati ons is ________________ (say ________________ onl y).Lice nse fee is _________________ (Say: ________________ onl y).4.2.1 The total Con tract price for the Equipme nt is for deliveryCIF _______________ Port, and the Tech ni cal Docume ntati ons is for delivery CIP(by air) __________________ Airport. CIF and CIP term shall be in terpreted inaccorda nee with INCOTERMS 2000, issued by the INTERNATIONAL CHAMBER OF COMMERCE (ICC).4.2.2 The total Con tract price in cludes the price for spare parts listed inAppe ndix 3. However, the total Con tract price does not cover the supply of any other spare parts. At the Buyer's request, the Seller may provide with any other spare parts. A separate agreeme nt shall be sig ned betwee n the parties.4.2.3 The above price is fixed and firm.4.3 The total Con tract price does not cover the Tech ni cal Service fee and Tech ni cal Trai ning fee specified in Appe ndix 6,7.4.4 The total Con tract price as well as the Tech ni cal Trai ning and Tech ni cal Service fee shall not be regarded or in any way be expla ined or in terpreted as coveri ng any of the custom duties, taxes, or charges, fees, and expe nsesuni ess expressly listed in the Con tract.Article 5 Payme nt5.1 Dow n Payme ntWithin _______________ ( ________________ ) days after sig ning the Con tract, theBuyer shall pay ________________ ( ________________ ) perce nt of the total Con tractprice amounting ______________ by T/T to the Seller. ........................ The Beg inning of Option ...................5.2 [Option One: Payment by Sight L/C]The bala nee of the total Con tract priceamounting ______________ ( says _________________ only ) shall be paid byan irrevocable Letter of Credit at sight, issuedwithi n _______________ ( ________________ ) days after sig ning the Con tract by areputable bank in ________________ acceptable to the Seller in favor of the Seller.The Letter of Credit shall be available upon the presentation of the following docume nts till ________________________ (specific expirati on date or a specificcircumstance for the expiration of the Letter of Credit).5.2.1 _______________ ( ________________ ) perce nt of the total Con tract priceamoun ti ng _____________ (say _________________ only) shall be paid by the Buyer tothe Seller within ___________________ days after the followi ng docume nts have bee n submitted by the Seller:(a) Bill of Lad ing in one (1) origi naland _______________ ( ________________ ) copies;(b) Commercial Inv oice in one (1) origi naland _______________ ( ________________ ) copies;( ____________ ) copies;(c) Pack ing list in one (1) orig inal and _(d) Certificate of Origin in one (1) orig inaland _______________ ( ________________ ) copies;(e) In sura nce Policy in one (1) orig inal and copies;5.2.2 ______________ ( ________________ ) perce nt of the total Con tract priceamoun ti ng _____________ (say __________________ only) shall be paid by the Buyer tothe Seller within __________ days after the followi ng docume nts have bee n submitted by the Seller:(a) One (1) copy of the Accepta nce Certificate sig ned by the Buyer as perArticle 11.5, or the Seller's written statement specifying the lapse of more than seven (7) days after the Seller's notice requesting the Buyer to issue the Accepta nce Certificate in accorda nce with Article 11.5;(b) One ( 1 ) copy of commercial inv oice.5.2.3 ______________ ( ________________ ) perce nt of the total Con tract priceamoun ti ng _____________ (say __________________ only) shall be paid by the Buyer tothe Seller within __________ days after the followi ng docume nts have bee n submitted by the Seller:1. a) One (1) original Letter of Retention Guarantee in the form ofAppe ndix 10;2. b) One (1) copy of Commercial Invoice.5.2 [Optio n Two: Payme nt un der a L/G]The bala nee of the total Con tract priceamoun ti ng _____________ (say _________________ o nly ), plus in terest for deferred payme nt in the amount of _______________ (say ________________ o nly ),totaling _________________ (say _________________ o nly ) as detailed in Appendix 12shall be paid by the Buyer by in stallme nts as specified in Appe ndix 12 and backed by an irrevocable Letter of Guara ntee in favor of the Seller as per the Appe ndix 11, issued within ________________________________________ (_________________ ) days after sig ningthe Con tract by the reputable bank in ________________ a cceptable to the Seller......................... The End of Option ......................5.3 All the banking charges in curred in the Seller's bank shall be borne by the Seller while those in curred outside the Seller's bank shall be borne by the Buyer.Article 6 Delivery of Equipme nt and Tech ni cal Docume ntati on6.1 The Delivery of the Equipme nt6.1.1 The delivery of the Equipme nt listed in Appe ndix 3 shall be completed within _______________ ( ________________ ) mon ths from the Effective Date of the Con tract.6.1.2 Within ________________ ( ________________ ) mon ths after the Effective Date of the Con tract, the Seller shall send to the Buyer a prelimi nary deliveryschedule by fax.Not later tha n __________________ ( ________________ ) days before the first shipme nt, the Seller shall submit to the Buyer the final delivery schedule in three (3) copies in dicati ng Con tract nu mber, dispatch nu mber, n ame of the Equipme nt, qua ntity, approximate dime nsions, volume of each package and time of each shipme nt.6.1.3 The port of shipme nt is ________________ , while the port of dest in ati on is __________________ .6.1.4 Advance shipment, partial shipment and transshipment are allowed, however, the Seller shall inform the Buyer thirty (30) days before such shipment.6.1.5 The date of Bill of Lading for each shipment shall be considered as the actual delivery date.6.1.6 The Seller shall notify the Buyer by fax of the following within five (5) working days after each shipment is effected:(a) Contract number(b) Name of the vessel and loading port(c) Name of the Equipment shipped(d) Number and date of Bill of Lading(e) Total volume(f) Total gross and net weight(g) Total number of packages/cases6.1.7 The Seller shall airmail the following documents in duplicate to the Buyer:(a) Bill of Lading(b) Commercial Invoice(c) Packing List(d) Certificate of Origin(e) Insurance Policy.6.2 The Late Delivery of the Equipment6.2.1 If the Seller fails to deliver the Equipment in accordance with the final delivery schedule, the Seller shall pay to the Buyer liquidated damages for such delay at the following rates:(a) From the first week to the fourth week, the liquidated damages shallbe ________________ ( ________________ ) perce nt of the value of the delayedporti on of the Equipme nt per week.(b) From the fifth week to the eighth week, the liquidated damages shallbe ________________ ( ________________ ) perce nt of the value of the delayedporti on of the Equipme nt per week .(c) From the ninth week, the liquidated damages shallbe ________________ ( ________________ ) perce nt of the value of the delayedporti on of the Equipme nt per week.6.2.2 The fracti ons of four days or more shall be coun ted as one week and fractions of less tha n four days shall be omitted. The total aggregate amount of the liquidated damages shall notexceed ________________ ( ________________ ) perce nt of the value of the delayedporti on Equipme nt.6.2.3 The Seller shall be released from the liability to the Buyer whatsoever in respect of the late delivery after his payment of liquidated damages in accorda nee with Article 6.2. Notwithsta nding the Seller's payme nt of the liquidated damages for the late delivery Equipme nt, the Seller shall not be released from his obligati on to deliver the Equipme nt.6.3 The Delivery of the Tech ni cal Docume ntati on6.3.1 The Technical Documentation listed in Appendix 4 shall be deliveredmon ths CIP ________________ airport by air within ________________ (_________________ )after the Effective Date of the Con tract.6.3.2 The date of airway bill shall be regarded as the actual delivery date of the Tech ni cal Docume ntati on.6.3.3 Withi n _______________ ( _______________ ) work ing days after sending eachlot of the Technical Documentation, the Seller shall inform the Buyer of theCon tract nu mber, item nu mber, nu mber and date of airway bill and the flight.6.3.4 In case of shortage, loss of or damage to the Tech ni cal Docume ntati on due to the Seller's reas on, the Seller shall make suppleme nt to the Buyerwithin _______________ ( ________________ ) days after receiving the Buyer's written notification without any further charge.Article 7 Packing and Marking7.1 The Equipment shall be packed to withstand long distance transportation, multiple handling.7.2 The Seller shall mark the following on two opposite sides of each packagewith indelible painted English words:(a) Destination(b) Consignee(c) Contract number(d) Shipping mark(e) Gross/net weight (kg)(f) Case/ bale number(g) Dimensions: L x W x H (cm)7.3 Each package shall contain one (1) copy of packing list.7.4 The Seller shall mark on the package, if necessary, “Handle with Care", “Right Side Up", “Fragile" or other indicative marks according to the characteristics and feature of the goods as well as different requirement for transportation, loading and unloading of the goods.7.5 If the goods weigh three (3) or more than three (3) metric tons, gravity, hoisting position and illustrative marks shall be marked so as to facilitate loading, unloading and handing.7.6 All Technical Documentation provided by the Seller shall be properly packed to withstand long distance transportation and multiple handling. The surface of each package shall be marked with the following words:(a) Destination(b) Consignee(c) Contract number(d) Gross/net weight (kg)(e) Item number(f) Dimensions: L x W x H (cm)Article 8 Technical Service and Technical Training8.1 The Seller shall dispatch technical personnel to Job Site to render Technical Service in accordance with Contract according to a time schedule agreed upon between both parties. The number, specialty, rank, treatment of the personnel, and payment as well as the contents, and requirements of Technical Service are specified in Appendix 6.8.2 The Buyer shall have the right to send its technical personnel to the relevant factory selected by the Seller for training. The number, speciality, treatment of the personnel, and payment as well as the contents, time schedule, and requirement of training, are specified in Appendix 7.8.3 Either party shall provide assistance to the other party's technical personnel in their application for visa, working permit, and/or other necessary formalities for rendering Technical Service or training under the Contract in the other party's factory.8.4 Either Party's technical personnel shall abide by the laws of the other party's country and the regulations of the other party during their stay in the other party's country.Article 9 Standards and Inspection9.1 The Seller shall carry out the design, manufacture, inspection and test of the Equipment according to the existing standards of the People's Republic of China, namely GB.9.2 The Seller or the manufacturer shall, at his own costs and expenses, inspect the Equipment and issue the ex-work quality certificate.9.3 The open-case inspection of the Equipment shall be performed by the Buyer in the presence of the Seller's representatives on the Job Site in days after the arrival of the Equipment at the Job Site. The open-case inspection fee shall be borne by the Buyer.The Buyer shall inform the Seller of the date one (1) mon th before the date of ope n case in specti on and shall also ren der assista nee to the Seller's represe ntatives in their in speet ion work.9.4 During the joint ope n-case in speet ion, a detailed in speeti on record shall bemade and sig ned by the represe ntatives of both parties.In case the Seller is resp on sible for any defect or shortage of the Equipme nt, the in spect ion record shall be take n as an effective evide nee for the Buyer to claim repair, replacement or supplement to the Seller. Any of such claims shall be lodged by the Buyer withi n mon th(s) after the arrival ofthe Equipme nt at the Job Site.9.5 If any shortage, defect of or damage to the Equipme nt is found in ope n- case inspection not attributable to the Seller's responsibility, the Seller shall make repair, replaceme nt or suppleme nt at the Buyer's expe nses in accorda nee with the separate agreeme nt sig ned by both parties.9.6 The Buyer is not en titled to ope n the case, assemble an d/or disassemble the Equipment without the Seller's prior written consent.If there is no joint open case inspection due to the reasons not attributable to the Seller, the quantity and apparent quality of the Equipment shall be deemed correct and in perfect eon diti on.Article 10 Desig n and Desig n Liais on10.1 The Buyer shall provide to the Sellerwithin _______________ ( ________________ )days after the Effective Date of theCon tract, all the desig n data which shall be take n as the desig n basis. The Seller shall not be liable to the Buyer for, and the Buyer shall indemnify the Seller and hold the Seller harmless from any damages or failure caused by the in complete ness, in correct ness an d/or in accuracy of any such in formatio n and data.10.2 A desig n liais on meet ing shall be held inthe ________________( _________________) month after recei ving above men ti oneddesig n data, the Seller will dispatch his tech ni cal pers onnel to the Job Site to participate in the meeting. During the meeting period, the Seller will discuss with the Buyer the releva nt desig n details. Both parties shall sig n an agreeme nt outl ining the desig n details.10.3 During the desig n liais on meet ing, the Seller and the Buyer shall provide assista nee to the other's dispatched pers onnel in arranging entry visas to the respective coun tries. The expe nse in eurred on the dispatched pers onnel shall be borne by the party respectively.Article 11 Erection, Test Run, Commissioning, Performanee Test and Accepta nee11.1 The Erect ion, Test Run, Commissi oning, Performa nee Test shall be con ducted by the Buyer.11.2 Chief Represe ntatives11.2.1 Each party shall nomin ate one (1) Chief Represe ntative to deal with the tech ni cal matters duri ng the period from the start of the Erecti on to Accepta nee of the Equipme nt.11.2.2 Detailed arran geme nts shall be made through frie ndly discussi ons by the Chief Represe ntatives of both parties. The Chief Represe ntatives of both parties shall fully cooperate to carry out their duties stipulated in theCon tract, however they have no right to revise, alter or ame nd the Con tract without the written authorization of both parties.11.2.3 The Chief Represe ntatives of both parties shall com muni cate through Linking Sheet for the matters relative to opinions, suggestions andinformation. The linking sheet shall be countersigned by the other party.11.3 Erection and Test Run11.3.1 The Erecti on shall be completed by the Buyerin ________________ ( ________________ ) days from the effective date of the Con tract.The Seller's Chief Representative shall arrive at the JobSite _________________ (_________________ )days prior to the beg inning of the Erecti on.11.3.2 When Erect ion is completed and in full con formity with requireme nts of the Tech ni cal Docume ntati on, a Certificate of Completio n for Erect ion of the Equipme nt shall be sig ned by the Chief Represe ntatives of both parties in two (2) origi nals, one for each party, with in three (3) days. The date of sig ning said Certificate shall be deemed as the date of completi on of Erecti on.11.3.3 As soon as the completion of Erection, Test Run for single machine and the whole system of the Equipment shall be started.11.3.4 When Test Run has bee n successfully performed, a Certificate of Completion for Test Run of the Equipment shall be signed by the Chief Representatives of both parties in two (2) originals, one for each party, within three (3) days. The date of signing the said Certificates shall be deemed as the date of completio n of Test Run of the Equipme nt.11.4 Commissio ning and Performa nee Test11.4.1 Within ________________ ( ________________ ) days after the completi on of the Test Run, the Buyer shall make available qualified operation and maintenance personnel, raw materials, spare parts, utilities and other matters required for the Commissio ning. Detailed procedures such as in strume nt calibrat ing, items of recording, sampli ng methods and an alyz ing methods, which are n ecessary for the Commissi oning shall be discussed and agreed upon by the Chief Represe ntatives of both parties.If in the opinion of both parties, the Equipme nt is ready for the Commissio ning, both parties shall confirm the read in ess for the Commissio ning in writi ng.11.4.2 The Commissioning of the Equipment shall be started immediately after the con firmati on of the read in ess for the Commissio ning. The Commissio ningperiod shall _________________ ( ________________ ) days after comme nceme nt of the Commissio ning.11.4.3 When the Seller and the Buyer consider that stable operation of the Equipme nt has bee n achieved, the date of Performa nee Test shall be fixed by Chief Represe ntatives of both parties.11.4.4 The Seller shall have the right to access to the laboratory and testing facilities in order to take samples and make analytical tests. The sample taking and an alytical test duri ng the Commissi oning period will be done in the prese nee of the Chief Represe ntatives of both parties.11.4.5 During the period of Commissi oning un til Accepta nee of the Equipme nt, the Seller may use the Buyer's stored spare parts. Should the Buyer's stored spare parts be used by the Seller due to the Seller's resp on sibility, the Seller shall replenish the stores with the same in time at Job Site; otherwise the Seller shall provide the same at the Buyer's costs upon the Buyer's timely request.。