1、Document InformationDocument NameSale of Goods AgreementChapterSale of GoodsChapter EditorStephenson Harwood & LoJeremy Sargent email: jeremy.hk, Tel: +86 20 8387 8965Document DescriptionThis is a general sale of goods contract normally used where a deal is initiated by the seller. The sales contrac
2、t sets out the general terms of the contract and forms a complete deal together with each specific order issued by the buyer. The contract favours the seller.Language and TranslationThis document was originally drafted in Chinese. Translation to English by Pacific Legal Translations Ltd.Update Notes
3、Please consult the update notes and commentary at You will need your username and password to access the notes. Please check to ensure that you are using the most up-to-date version of this document.DisclaimerWhile reasonable care is taken to ensure the accuracy and completeness of the publication,
4、neither LegalS Ltd. nor the Chapter Editor makes any representations or warranties, express or implied, that the publication is free from errors or omissions. This document is based upon the Editors experience only, and should be used for general reference purposes only and in conjunction with the o
5、ther relevant documents in the China Commercial Contracts publication. Specific and detailed professional advice should always be obtained in relation to any proposed legal agreement. This document should not be relied upon as a substitute for legal or other professional advice.Document Number CS02R
6、elease Number and DateRelease 1; 30 September 2002Copyright LegalS Ltd. and the above Chapter Editor, 2004. Please consult your product licence agreement. TABLE OF CONTENTS1.SALE AND PURCHASE12.PRICE13.PURCHASE PROCESS24.PAYMENT35.DELIVERY36.ALLOCATION OF DAMAGE RISK AND TITLE47.GUARANTEE AND LIABIL
7、ITY58.COMPENSATION69.TERM OF THE CONTRACT AND TERMINATION710.ENTIRETY811.FORCE MAJEURE812.MISCELLANEOUS913.GOVERNING LAW9APPENDIX 111SALE OF GOODS CONTRACTTHE BUYERBuyers company name and address (hereinafter referred to as the “Buyer”);AndTHE SELLERSellers company name and address hereinafter refer
8、red to as the “Seller”).have entered into this Contract on _ (dd/mm/yy).THIS CONTRACT PROVIDES THE FOLLOWING:Note: This Contract shall be employed for foreign trade matters; therefore, the Chinese company that is party to this Contract must possess commodity import-export rights as prescribed in the
9、 “Foreign Trade Law of the Peoples Republic of China”, effective 1 July 1994.1. SALE AND PURCHASE1.1 On the basis of this Contract, the Seller agrees to sell, and the Buyer agrees to buy, the goods set forth in Appendix 1 (the “Goods”).1.2 The terms and conditions of this Contract shall supersede al
10、l other terms and conditions, including but not limited to terms and conditions included in or alluded to in any quotation or order form issued by the Buyer or the Seller. The Buyer further represents to the Seller and confirms that it is not signing this Contract in reliance upon any representation
11、 of the Seller or the Sellers representative.2. PRICE2.1 The prices of the Goods are set forth in Appendix 1 of this Contract.2.2 The price shall not include value-added tax or sales tax (if applicable) on the Goods, nor does it include shipping costs and insurance premiums. The Buyer hereby affirms
12、 that it shall bear the aforementioned costs.2.3 Unless explicitly stipulated otherwise, the price of the Goods shall be calculated in Hong Kong Dollars.3. PURCHASE PROCESS3.1 When the Buyer purchases any item(s), it must first submit a written order (referred to below as “the Purchase Order”). The
13、Purchase Order may be delivered to the Seller in person; or it may be delivered by prepaid post to the Sellers address as set forth above or to any other address stipulated by the Seller; or it may be sent by fax to a number stipulated by the Seller; or it may be delivered by any other means that th
14、e Parties may agree to from time to time. Unless and until the Seller receives a complete and clear Purchase Order, the Seller shall be under no obligation to take any particular action. The Purchase Order shall clearly list the name and quantity of Goods, as well as any related technical specificat
15、ions.3.2 The Seller may, at the Buyers request, also issue a price quotation (referred to below as the “Seller Quotation”) for any Good, and the Buyer may place an order by accepting the quotation. To accept a quotation, the Buyer shall sign the Seller Quotation and then submit it to the Seller in a
16、ccordance with the methods set forth in Clause 3.1 of this Contract. For the purposes of this Contract, any Seller Quotation signed by the Buyer shall be considered a Purchase Order.3.3 The Seller shall be bound by the Purchase Order only after it has accepted the Purchase Order in writing. 3.4 The
17、Seller has the right to modify the specifications of Goods at any time in order to comply with laws or requirements in effect in Hong Kong or other jurisdiction; provided, however, that the alteration shall not substantially influence the quality or nature of the Goods. In the event that such an alt
18、eration becomes necessary, the Seller shall notify the Buyer simultaneously with the confirmation of the respective Purchase Order.3.5 In the event that the Buyer wishes to cancel a Purchase Order, it may notify the Seller in writing no later than _ days after the Purchase Order was issued. Cancella
19、tion later than the aforementioned period shall require written approval by Seller. If the Seller so approves, the Buyer may cancel the Purchase Order on the condition that it bear responsibility for all costs, expenses and other losses incurred by the Seller due to the cancellation of the Purchase
20、Order. Note: For the purposes of this Contract, each Purchase Order issued by the Buyer constitutes an offer as stipulated by the law on contracts. According to the “Contract Law”, an offer takes effect once it reaches the offeree. Consequently, the Purchase Order may be withdrawn before it has take
21、n effect, provided that the Notification of Cancellation reaches the Seller before or at the same time the Purchase Order reaches the Seller. A Purchase Order may be cancelled prior to the issuance by the Seller of a Notification of Acceptance, unless one of the following circumstances stipulated by
22、 Article 19 of the “Contract Law” occurs:1.The offeror defines a deadline for acceptance or indicates by any other means that the offer may not be cancelled;2.The offeree has reason to believe that the offer may not be cancelled, and has already taken steps to implement the contract.This provision c
23、onstitutes a stipulation made by the Parties regarding the no-cancellation principle of the Purchase Orders, yet permits an exception when the Buyer issues a Notification of Cancellation within a stipulated number of days after the issuance of the Purchase Order.4. PAYMENT4.1 Where goods are deliver
24、ed by the Seller, the Seller shall issue to the Buyer an invoice within number days of delivering the Goods; where the Goods are collected by the Buyer, the Seller shall issue to the Buyer an invoice within number days of notifying the Buyer that it may collect the Goods.4.2 The Buyer shall pay the
25、full price of the Goods within number days of the issue of the invoice by the Seller. This time limit is of utmost importance.4.3 If the Buyer fails to make payment within the time period prescribed in Article 4.2, the Seller shall have the right to take the measures set forth below, and such action
26、 shall not influence the exercise or use by the Seller of any other rights or remedial measures:(a) Termination of this Contract;(b) Suspend any further delivery of Goods to the Buyer; or(c) Based on an annual interest rate of number percent, claim from the Buyer an interest charge which shall be ca
27、lculated daily on the unpaid amount during the period between the payment due date and the date payment is actually made.5. DELIVERY5.1 The Buyer shall collect the Goods immediately upon receipt of the Cargo Delivery Notice issued by the Seller. Alternatively, the Parties may agree that the Seller m
28、ay complete delivery by transporting the Goods to a location designated by the Buyer.5.2 In the event that the Buyer fails to collect the Goods or fails to provide the Seller reasonable instructions for the delivery of the Goods, the Buyer shall have the right to take the measures set forth below, a
29、nd such action shall not influence the exercise or use by the Seller of any other rights or remedial measures:(a) Store the Goods until they are delivered or collected and, prior to delivery or collection, claim from the Buyer all expenses stemming from the storage and insurance of the Goods; or (b)
30、 Sell the Goods at the current best price; and use the proceeds to reimburse the amount the Buyer should have paid for the Goods, as well as storage charges, insurance premiums and any other costs of sale; while, at the same time, complying with the provisions set forth below:(i) If the resale proce
31、eds are insufficient to pay the aforementioned items, the Buyer shall pay the difference to the Seller; or (ii) If the resale proceeds are more than sufficient to pay the aforementioned amounts, the Seller may allocate the excess funds to the Buyer.5.3 The Buyer shall pay the Seller all transport co
32、sts and insurance premiums incurred in delivering the Goods. 6. ALLOCATION OF DAMAGE/ RISK AND TITLE6.1 Under the following circumstances, the risk of damage to or loss of the Goods shall be transferred to the Buyer:(a) Where the Goods are collected by the Buyer, the risk shall be transferred to the
33、 Buyer when the Seller notifies the Buyer that the Goods may be collected; or(b) Where the Goods are delivered by the Seller, then the risk is transferred from the Seller to the Buyer when the Goods have been transported to the location designated by the Buyer, regardless of whether the Buyer actual
34、ly takes delivery of the Goods.6.2 Title to the Goods shall be transferred to the Buyer only after the Seller has received full payment for the Goods. Note: The two articles above prescribe when the risk and title, respectively, are transferred from the Seller of the Goods to the Buyer. Parties to s
35、ales agreements may freely stipulate the timing of the transfer of risk and title of the subject goods. If the parties have not stipulated a time of transfer, then:1. The proprietorship of the subject goods shall be transferred when the subject goods are delivered. The law, however, provides excepti
36、ons. For example, the transfer of title to fixed assets requires prior performance of certain registration procedures related to transfer of ownership. 2. The risk of damage to or loss of the subject goods is borne by the seller before the subject goods are delivered, and by the buyer after the subj
37、ect goods are delivered. The law, however, provides exceptions. These exceptions mainly refer to five kinds of circumstances as set forth below:Article 143: When causes attributable to the buyer render delivery of the subject goods by the prescribed time impossible, the buyer shall bear the risk of
38、damage to or loss of the subject goods commencing from the date of breach.Article 144: When the seller sells a subject good that has been delivered to a carrier and is in transit, unless the parties have agreed otherwise, the risk of damage to and loss shall be borne by the buyer commencing from the
39、 time of establishment of a contract.Article 145: When the parties have not designated or clearly designated a place of delivery, if the subject goods require transport as provided by Item (i) of Paragraph 2 of Article 141 of this Law, the buyer shall bear the risk of damage to or loss of the subjec
40、t goods commencing from the time the seller delivers the subject goods to the first carrier.Article 146: When the seller places the subject goods at the place of delivery in accordance with the Contract or in accordance with Item (ii) of Paragraph 2 of Article 141, and the buyer fails to take delive
41、ry of the goods according to the provisions of the contract, the risk of damage to or loss of the subject matter shall be borne by the buyer commencing from the date of breach.Article 148: Where the purpose of the contract is frustrated due to failure of the subject goods to meet the quality require
42、ments, the buyer may reject the subject goods or terminate the contract. When the buyer rejects the subject matter or terminates the contract, the risk of damage to or loss of the subject goods shall be borne by the seller.6.3 The Buyer may not, by any means, mortgage those Goods over which the Sell
43、er still holds title. In the event that the Buyer breaches this provision, the Buyer shall immediately pay all amounts that it owes the Seller, regardless of whether a corresponding invoice has been issued or the time period prescribed under Article 4.2 has passed, and such action shall not influenc
44、e the Sellers right to take other remedial measures.7. GUARANTEE AND LIABILITY7.1 The Seller guarantees that the Goods shall conform to specifications upon delivery, and that no material or technical defects shall appear in the Goods for a period of _ months after commencement of use, or for a perio
45、d of _ months after the earlier of collection or delivery of the Goods.7.2 The guarantee provided in Paragraph 7.1 shall be contingent upon the terms and conditions set forth below:(a) The Seller shall not be liable for defects in the Goods resulting from modifications or changes in specifications i
46、f the aforementioned modifications or changes were requested by the Buyer;(b) The Seller shall not be liable for defects caused by normal wear and tear, wilful damage, negligence, improper usage, failure to follow the Sellers instructions, incorrect usage without the Sellers approval, modification o
47、r repair;(c) The guarantee does not extend to parts, accessories, materials or equipment that was not manufactured by the Seller. With regard to any one part, accessory, material or piece of equipment, the Buyer shall only have the right of benefit with respect to the corresponding guarantee provide
48、d by the manufacturer to the Seller.(d) The guarantee excludes, to the maximum limit permissible by law, all implicit guarantees, conditions or other terms as provided by statutory law or common law, regarding the Goods and their fitness for use, merchantability or other characteristics.7.3 If the Buyer wishes to demand compensation for any Goods that it claims are defective, the Buyer shall notify the Seller in writing of the demand for
