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Project 7 Module 3 Contract Signment Project 8

PART01 PART02 Task 1 Task 2 Project 7 Sales Confirmation and Purchase Contract PART 03 Practice

Project 7 Sales Confirmation and Purchase Contract Learning Objectives By the end of this project, you will be able to: ☆ understand and translate the stipulations of sales confirmation/ contract and purchase contract ☆ draw up sales confirmation/contract and purchase contract ☆ know what should pay attention to when signing a contract

Background When a seller or a buyer agrees completely with the terms and conditions of an offer, order or a counter-offer, he will send a Sales Contract or a Purchase Contract to the other side to ask for counter-signature. The sales/purchase contract is one of the most important documents a business person can make, because it is the legally- binding agreement between the buyer and seller. You can cater your contract to meet your needs and to make sure your customers understand their obligations. The contract describes the product or service being sold/purchased, names the buyer and seller, and provides information about the cost, delivery estimate, and other matters related to the transaction. Contracts provide legal protection to both buyers and sellers.

Task 1 Draft a Sales Confirmation Task After Guangdong Homestar Electric Appliances Co., Ltd. accepted the order of Sunny Trading Pty. Ltd., Guangdong Homestar Electric Appliances Co., Ltd. draws up a sales confirmation and asks Sunny Trading Pty. Ltd. to sign it. Finish the following sales confirmation according to the preliminary negotiation. The contract number is BRS and the date is January 18, To find out more information, you can refer to the letters exchanged between you and Sunny Trading Pty. Ltd. in Project 3 to Project 6. Try to translate the stipulations of the sales confirmation with your group members.

Writing Skills A sales confirmation/contract includes three parts: head, body and closing. The head of the contract includes the following: the title—contract, the name and address of buyer and seller, contract No., the date of the contract. The body of the contract may cover some or all of the following clauses: 1. name of goods 2. quality clause 3. quantity clause 4. price clause (unit price, total amount, trade terms, discount, commission) 5. packing clause 6. insurance clause 7. shipment clause (shipment date, port of loading, port of discharge) 8. terms of payment clause 9. inspection clause 10. claim clause 11. arbitration clause 12. force majeure clause The closing of a contract should indicate the date on which the agreement is signed and both parties sign their names at the bottom of the contract.

Useful Expressions 1. The undersigned Sellers and Buyers have agreed to close the following transactions according to the terms and conditions stipulated below subject to incoterms With 10 % more or less both in amount and quantity allowed at the Seller’s option. 3. Should the quality, quantity, or specification of the goods be found not in conformity with the stipulations of the contract, the buyers have the right to lodge a claim with the sellers. 4. Payment is made by confirmed and irrevocable 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. 5. If additional insurance amount of coverage is required, the buyers must have the consent of the Sellers before Shipment and the additional premium is to be borne by the buyers. 6. All disputes in connection with this Contract or the execution thereof shall be settled by negotiation between two parties. 7. The decision made by the arbitration organization shall be taken as final and binding upon both parties.

8. 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 thereof necessitating amendment of the L/C, the Buyers shall bear the expenses for effecting the amendment. 9. The Sellers shall not be held liable for failure or delay in delivery of the entire lot or a portion of the goods under this Sales Confirmation on consequence of any Force Majeure incidents. 10. Claims concerning quality shall be made within 3 months after the arrival of the goods at destination. Claims concerning quantity and/or specification shall be made within 30 days after the arrival of the goods at destination. The Seller shall not consider any claims for compensation, for losses due to natural causes, or belonging to the responsibilities of the ship owners or the insurer. In case the L/C does not correspond to the contract terms and the Buyer fails to amend its term within the time limit after being notified by the Seller, the Seller has the right to cancel the contract or to delay the delivery of the goods as well as to lodge claims for damages.

11. 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. 12. The sellers shall, 30 days before the shipment date specified in the contract advise the buyers by cable or fax of the contract No., commodity, quantity, amount, packages, gross weight, measurement, and the date of shipment in order that the Buyer can charter a vessel/book shipping space.

Specimen Contracts 销售确认书 SALES CONTRACT

买卖双方同意按照下列条款买 / 卖下列商品： The Sellers agree to sell and the Buyers agree to buy the following goods on terms and conditions as set forth below ： 1. 货描： Description of goods TOTAL VALUE SAY USD FORTY FOUR THOUSAND THREE HUNDRED ONLY 数量及总值均得有 10% 的增减，由卖方决定。 With 10 % more or less both in amount and quantity allowed at the Sellers’ option. 2 ．原产地：中国 Country of Origin: CHINA 3 ．包装：彩盒及专业出口包装纸箱 Packing ： Color box and professional export carton

4 ．装运期限： 2013 年 6 月 29 日或之前 Shipment Date: On or before June 29, ．装运口岸：中国天津 Port of Loading: TIANJIN, CHINA 6 ．目的港：加拿大蒙特利尔 Port of Destination: MONTREAL, CANADA 7 ．付款方式： 1 ） 6 月 1 日前把 13, 美元定金汇到卖方的账户。 2 ） 收到卖方的装船通知后三天内结算余额。收到付款后才发运货物。 Payment: 1) USD13, shall be remitted to Seller’s account before June 1 as deposit. 2) Balance shall be settled within Three days at receipt of shipping advice issued by Seller. Goods will be delivered against receipt of payment. 8 ．保险：由卖方按发票全额 110% 投保水渍险和战争险。 Insurance ： To be effected by the Sellers for 110% of full invoice value covering WPA and War Risk. 9 ．装运唛头：买方应在合同装运日期前 20 天把装运唛头的详细说明以明确的形 式通知卖方。 Shipping Mark: The detail instruction about the shipping mark shall be sent in a definite form and reach the Seller 20 days before the time of shipment.

10. 检验： 双方同意以装运港中国进出口商品检验局签发的质量和数量检验证书作为信用证 项下议 付所提示单据的一部分。买方有权对货物的质量和数量进行复验，复验费 由买方负担。如发现质量与合同不符，买方有权向卖方索赔。但须提供经卖方同 意的公证机构出具的 检验报告。 Inspection ： It is mutually agreed that the Inspection Certificate of Quantity and Quantity issued by the China Import and Export Commodity Inspection 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 Quantity of the cargo. The reinspection fee shall be borne by the Buyers. Should the Quality and/or Quantity 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 Surveyor approved by the Sellers. 11. 异议： 买方对质量有异议，须于货到目的港之日起 2 个月内提出索赔；买方对数量有异议 须于货到目的港之日起 15 日内提出，对所装运货物所提任何异议属于保险公司、 船运公司及其他有关运输机构或邮递机构所负责的，卖方概不负责。

Discrepancy: In case of quality discrepancy, claim should be filed by the Buyers within 2 months after the arrival of the goods at port of destination, while of quantity discrepancy, claim should be filed by the Buyers within 15 days after the arrival of the goods at port of destination. 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. 12. 不可抗力： 因不可抗力事故使卖方不能在本销售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并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。 Force Majeure ： 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 Confirmation or cannot deliver the goods. However, the Sellers shall inform immediately the Buyers by cable. The Sellers shall provide 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. 13. 仲裁： 在履行协议过程中，如产生争议，双方应友好协商解决。若通过友好协商未能达 成协议，则提交中国国际贸易促进委员会对外贸易仲裁委员会，根据该会仲裁程 序暂行规定进行仲裁。该委员会决定是终局的，对双方均有约束力。仲裁费用， 除另有规定外，由败诉一方负责承担。

Arbitration: All disputes arising from the execution of this agreement shall be settled through friendly negotiation. 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. 14. 买方收到本销售确认书后立即签退一份，如买方对本确认书有异议，应于收 到后 5 日内提出，否则认为买方已同意本确认书所规定的各项条款。 The Buyers are requested to sign and return one copy of this Sales Contract immediately after receipt of the same. Objection, if any, should be raised by the Buyers within five days after the receipt of this Sales Contract, in the absence of which it is understood that the Buyers have accepted the terms and conditions of the Sales Contract.

Task 2 Sign a Purchase Contract Task Your company—J&R Accessories Company Limited is going to purchase kids’ shoes from Huayue Shoes Industry Co., Ltd. who is a manufacturer in China. You have negotiated for a long time concerning the goods’ price, quantity, payment terms, shipment time and packing. Finally, you and Huayue Shoes Industry Co., Ltd. reach an agreement and decide to sign a contract. So you prepare the purchase contract with the following information. The date is November 23, Your company: J&R Accessories Company Limited Address: 28 avenue de l’Europe, Levallois, France TEL: Seller: Huayue Shoes Industry Co., Ltd. Rongchi Road, Xianqiao Town, Rongcheng District, Jieyang City, Guangdong, China TEL: Fax:

3. The commodity 4. Price: USD 1.23 / Pair FOB Shenzhen 5. Quantity: 10,000 pairs 6. Packing: 1 pair in 1 polybag, 60 pairs in a carton 7. Port of shipment: Shenzhen, China 8. Port of delivery: Sete, France Destination: Sete, France 9. Shipment: One month after receiving the L/C 10. Shipping mark: Sete—J&R Accessories 11. Transshipment is not allowed and partial shipment is allowed. 12. Terms of payment: Irrevocable and confirmed L/C 13. Shipping advice should be sent by fax or within 48 hours after shipment.

Practice I. Translate the following terms. 购货合同 _________________ 装运期 ____________________ 卸货港 ___________________ 装运港 ____________________ 保险金额 _________________ 保险费 ____________________ 保险单 ___________________ 商业发票 __________________ 原产地证明 _______________ 装箱单 ____________________ 质量证明 _________________ 提单 ______________________ 目的港 ___________________ 不可抗力 __________________ 总金额 ___________________ 质量保证 __________________ 货号 _____________________ 争议 ______________________ 议付 _____________________ 货物检验 __________________ 复验费 ___________________ 单证 / 单据 _________________ II. Translate the following stipulations of a contract into Chinese. 1. Immediately after completion of loading of goods on board the vessel the Seller shall advice the Buyer of the contract number, name of goods, quantity or weight loaded, invoice value, name of vessel, port of shipment, sailing date and port of destination by fax or .

2. Should the goods are found to be damaged, missing or the specifications, quantity, and quality not in conformity with those specified in this contract, aside from those usual natural changes of quality and weight in transit and losses within the responsibility of the shipping company and/or insurance company, during the quality guarantee period, the Buyer shall have the right to lodge claims against the seller. 3. Banking charges occurred in Seller or beneficiary’s country shall be borne by beneficiary, charges occurred outside beneficiary’s country shall be borne by Buyer or applicant. 4. In case the quality, quantity or weight of the goods be found not in conformity with those stipulated in this contract after re-inspection by the China Commodity Inspection Bureau within 60 days after arrival of the goods at the port of destination, the Buyer shall return the goods to or lodge claims against the Seller for compensation of losses upon the strength of Inspection Certificate issued by the said Bureau, with the exception of those claims for which the insurers or owners of the carrying vessel are liable. All expenses (including inspection fees) and losses arising from the return of goods or claims should be borne by the Seller. 5. The sellers shall not be liable for non-delivery or breach of contract for any reason due to Force Majeure. But the sellers shall advise the buyers on time of such occurrence.

III. Draw up a purchase contract. 经过交易磋商， Kee & Co., Ltd （ 34 Regent Street, London, E17 7LD, United Kingdom ）决定向 Guangzhou Import & Export Co. （ No.35 Baiyun Road, Guangzhou, Guangdong, China ）采购一批鞋架（ shoe rack ）。请你根据以下内 容，为 Kee & Co., Ltd. 拟定一份购货合同（ purchase contract ）。 合同号： GH235D78 日期： 2013 年 7 月 20 日 产品和数量： 1. Shoe Rack No.58DF 1000 件 2. Shoe Rack No.78WA 500 件 金额和数量允许 5% 的溢短装 价格： 1. Shoe Rack No.58DF US $ 7.56 / Piece CIF London 2. Shoe Rack No.78WA US $ / Piece CIF London 包装：纸箱 保险：按照中国人民保险公司（ People’s Insurance Company of China ）的保险 条款投保 一切险和战争险，金额是发票金额的 110% 。 装运： 1. 装运港：中国广州 2. 卸货港：英国伦敦 3. 装运时间：收到信用证后一个月内 4. 不允许分批装运和转运

装运： 1. 装运港：中国广州 2. 卸货港：英国伦敦 3. 装运时间：收到信用证后一个月内 4. 不允许分批装运和转运

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