Mẫu hợp đồng mua bán thiết bị bằng Tiếng Anh
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MẪU HỢP ĐỒNG MUA BÁN THIẾT BỊ BẰNG TIẾNG ANH EQUIPMENT SUPPLY contract FOR INTEGRATED POULTRY plant BETWEEN DANANG INTEGRATED POULTRY JOINT VENTURE COMPANY AND Schmidt - ankum mci gmbh EQUIPMENT SUPPLY CONTRACT This Contract is made in Da nang on ... August 2001 Between: Name of company: SCHMIDT ANKUM Legal address : Telephone: Facsimile : Email : Website: Represented by : Title: Hereinafter called "The Seller" And Name of company: JOINT VENTURE COMPANY Legal address : Telephone: Facsimile : Email : Website: Represented by : Title: Hereinafter called "The buyer" WHEREAS, DANANG INTEGRATED POULTRY JOINT VENTURE COMPANY, a corporation organized and existing under the Law of the Socialist Republic of Vietnam, under the Investment License No. _____________, issued by Ministry of Planning and Investment dated _________ intends to construct a plant for the following objective activities: - Rearing broiler and layer; - Slaughtering chicken, processing and preserving chicken meat; - Producing mixed feed mill; and - Selling in domestic market and exporting chicken meat, eggs, breeding stock. (hereinafter referred to as "Plant") at _________ (address) Da Nang Province, the Socialist Republic of Vietnam and wishes to purchase from Seller the necessary equipment and machinery to be incorporated into the Plant; and SCHMIDT - ANKUM MCI GmBh, a corporation organized and existing under the laws of Germany, has many experiences in supply of the machinery and equipment required for the construction of the same factory and is willing to supply to Buyer such equipment and machinery, on the terms and conditions hereinafter set forth; NOW THEREFORE, in consideration of the mutual covenants and agreement herein contained, the parties hereto agree as follows: CONTENT Article No. 1 Article No. 2 Article No. 3 Article No. 4 Article No. 5 Article No. 6 Article No. 7 Article No. 8 Article No. 9 Article No. 10 Article No. 11 Article No. 12 Article No. 13 Article No. 14 Article No. 15 Article No. 16 Article No. 17 Article No. 18 Article No. 19 Article No. 20 Article No. 21 Article No. 22 Article No. 23 Article No. 24 Article No. 25 Article No. 26 Article No. 27 Object of the Contract Languages Definitions Obligations of the Seller Obligations of the Buyer Conditions and time of delivery Insurance Packing, marking Quality Performance Bond and Down Payment Bank Guarantee Contract price Liquidated damages for delayed delivery Shop inspection before delivery Guarantee Erection, Preliminary Acceptance test, Performance test and Acceptance Import/Export licenses Force majeure Taxes and duties Assignment Confidential treatment and secrecy Patent and/or copyrights Arbitration Variations Termination Contract documents General Coming into force and coming into effectiveness of the Contract Annex No. 1 Annex No. 2 Annex No. 3 Annex No. 4 Annex No. 5 Annex No. 6 Annex No. 7 Annex No. 8 Annex No. 9 General process descriptions and layout Quality standards Price list Spare parts for one-year operation Form of Down payment Bank guarantee and Performance Bond Technical assistance Technical documentation and drawings Time schedule, shipments List and Consumption of consumables Article 1. OBJECT OF THE CONTRACT 1.1. Object of the Contract: The Buyer commits to the Seller the installation of plant in accordance with the specifications mentioned in the Annexes of the contract in the exiting facilities of the Buyer, which the Seller accepts to perform. The object of the Contract is the supply by the Seller of equipment and services for the above mentioned integrated poultry plant as listed hereafter: · The Technology Transfer; · The engineering for the project except for the local works; · The machinery and equipment supply for the intergrated poultry plant as listed in details in Annex 1; · All services outside the S.R. Vietnam as well as the services by the Seller’s specialists inside S.R.Vietnam for the project coordinator and supervision, control, commissioning, start-up and for the training of the Buyer’s personnel. The Seller shall also be responsible for: • the equipment transportation up to Danang Port, S.R. Vietnam • the supervision of the equipment erection. • the supervision of the putting into operation of the equipment supplied. 2. LANGUAGES AND UNIT OF MEASUREMENT The contract documents between the Parties, shall be in English and Vietnamse, however, in case of conflict between Vietnamese and English versions, the English versions shall prevail. The metric decimal system (as the unit of measurement) shall be applied in the execution of the Contract. 3. DEFINITIONS Unless other stipulated under this Contract, the following words and expressions shall have the meanings as follows: 3.1. "Contract" means the Contract signed between the Seller and the Buyer including all annexes, instructions, drawings and other documents, which should be included herein. 3.2. "Plant" means the integrated poultry plant, specified in Article 1 of the Contract, to be built in Da Nang City, S.R. Vietnam. 3.3. "Parties" means the Buyer and the Seller named at the beginning of the Contract and their authorized representatives. 3.4. "Instructions" means the technical instructions, descriptions, specifications, designing, drawings and other documents, which should be provided during the implementation of the contract. 3.5. "Goods" or "Equipment and materials" means all machinery, instruments and tools, accessories, spare parts and materials in accordance with the Contract. 3.6. "Technical assistance" means the scope of the work and services specified in the contract, carried out by the Seller 3.7. "Inspection" means the inspection of equipment before shipment and after its arrival at the port of destination by authorized Buyer's person(s). 3.8. "Protocol of acceptance" means the Protocol signed by the Buyer and the Seller upon fulfillment of performance test. 3.9. "Performance test" means the test as specified in the Article 15 of this Contract. 3.10. "Test" means all the tests proving the conformity of the Plant with the design, as specified in the contract. 3.l I. "Month" and "Day" mean the Solar calendar month and day. "Year" means 365 days. 3.12. "Effective date of the Contract" means the date defined in Article 27. 3.13. "Guarantee Period" shall have the meaning given to it in Article 14.3 of this Contract and the expressions "Warranty Period" and "Defects Liability Period" used elsewhere in this contract shall have the same meaning as "Guarantee Period". 3.14. "Equipment Item" means an assembly which is to be considered as an individual functional element. 3.15. "Correspondence" means all communication letters, telex, telegrams, telefax messages. 3.16. "Preliminary Acceptance" means: The Protocol signed by site representatives of the contractual Parties confirming that the equipment supplied by the Seller is able to function under operational conditions as per Article 15.2.1 3.17. "Provisional Acceptance" means: • The Protocol signed by the site representatives of the contractual Parties confirming that the Preliminary Acceptance has been carried out and that the Performance test has been run successfully as per Article 14.8. and Article 15.2.2. • Also the date of this Protocol. 3.18. "Final Acceptance" means: • The Protocol signed by site representatives of the contractual Parties confirming that the guarantee period has been expired and that all defects has been remedied and corrected as per Article 14.15. • Also the date of this Protocol. 4. OBLIGATIONS OF THE SELLER The Seller undertakes at his costs: 4.1. The Seller shall be responsible for the project concept, designing and technical documents to be supplied to the Buyer as specified in Annex 7 of this Contract. The Seller is responsible for establishing a time schedule which secures the installation of the plant in a realistic time. The Buyer and the Seller will meet immediately after the Effective Date of the contract to jointly establish the reviewed time schedule which will rule the performance of the contract. 4.2. The Seller supplies equipment, materials and spare parts for the project to Danang Port basis in conformity with standards and specifications mentioned in Annex 2 and Annex 4. 4.3. The Seller shall deliver to Da Nang port basis all the goods as per Article 6 of this Contract at his own cost. 4.4 The Seller shall provide all guide lines necessary for the construction of the plant buildings as per Annex 7. 4.5. The Seller shall undertake to give all instructions and supervise the erection of imported part, the carrying out of the test run, the commissioning and the putting into operation of the plant as per Article 15 of the present contract. 4.6. The Seller shall delegate technical specialists as mentioned in Annex 6 of the Contract with necessary tools and devices. 4.7. The Seller shall undertake to train the Buyer's personnel as specified in Annex 6 of the Contract 4.8. The Seller shall supply to the Buyer without any change in prices of the equipment or machine parts or carry out replacement or repair, if necessary, in order to complete his obligations, provided that such supply, replacement or repair are not the obligations of the Buyer under this Contract. 4.9. All questions arising during the erection and putting into operation are to be solved by the site representatives of the Buyer and the Seller. 5. OBLIGATIONS OF THE BUYER The Buyer undertakes at his costs with the exceptions for the Articles: 5.6, 5.9 which are at the Seller's costs: 5.1. To provide the Seller with necessary data and documents related to plant for the latter's designing and working out of the list of equipment and materials to be responsible for the correctness of the documents. 5.2. To apply for import license and other necessary permits and approval for the construction and production of the plant. 5.3. To place the building of the plant at disposal of the Seller and make possible the beginning of the assembling according to the time schedule as per Annex 8 of the present contract. To guard the construction site, equipment and materials which are delivered for the plant and for the Seller's specialists. To perform the general supervision of project execution of local part and building-construction with project time and cost follow up. 5.4. To complete the construction of the plant building in conformity with the technical requirements of the plant. To provide all equipment, materials and spare parts to be provided by the Buyer as per Annex 2 in conformity with the Seller's specifications. 5.5. To supply equipment for erection - (cranes, scaffolding tackles, etc.) - general tools and consumables for erection of the plant delivered by the Seller (for welding, grinding, head-cutting, etc.) 5.6. To apply for necessary permits for the Seller's specialists and their family, if any, to come to Vietnam for working for the plant, including entry visa and temporary stay. 5.7. To provide manpower, material necessary for erection, test run and commissioning of the plant. 5.8. To carry out the transport and customs clearance of the equipment, materials and spare parts supplied under the present Contract from quay of Danang port to the plant site. The Buyer shall be responsible for damages to the goods from [.....] quay of Da Nang port delivery, unless the damages are caused by the fault of the Seller's specialists. 5.9. To provide, in case of illness and accident of the Seller's specialists, access to Da Nang City medical facilities. 5.10 To provide the Seller's specialists with room facilities at the construction site tor training the Buyer's personnel. 5.11 To provide the Seller with interpreters of English for all services of technical assistance as per Annex 6 in Da Nang. 5.12 To provide necessary storage facilities for storing process equipment and other erection materials for the time of erection. 6. CONDITIONS AND TIME OF DELIVERY 6.1. Delivery of Goods: 6.1.1. Items to be shipped or delivered under this Contract shall be limited to Goods required for the execution of the Contract. 6.1.2. The Seller may deliver Goods to Vietnam either by air or by sea at his discretion. The Airway Bill shall be considered as the Bill of Lading but shall not make any changes of Contract Value. In this case, the goods are delivered on any Airport basis in accordance with the INCOTERMS 2001. 6.2. The Seller shall deliver equipment, materials and spare parts mentioned in Annexe 2 and Annex 4 and technical documents mentioned in Annex 7 of the Contract in accordance with the dates mentioned in Annex 8. The Seller is entitled to deliver minor parts after the dates mentioned in Annex 8, provided however that the erection and operation and operation schedules are not delayed by such delayed delivery. 6.3. Delivery of the equipment, materials and spare parts is to be made on the basis of Danang port, S.R. Vietnam in accordance with the INCOTERMS 2001. Partial shipment is allowed. The Seller shall avoid transshipment. If this is impossible, the Seller shall inform the Buyer thereof and make suitable arrangement. The Seller is to bear and pay all costs, fees, taxes and expenses regarding the transportation of the goods to [...] port, S.R. Vietnam, unloading into the quay. The goods shall be insured from the Seller's warehouse to the quay of [...] port. The Seller is authorized to use at his option any Conference Line Vessel or any other seaworthy ocean going vessel, not more than ten (10) years old. Vessels more then ten (10) years old shall not be used for shipment under this Contract unless they have been registered as A class vessel in Lloyd's Register or other equivalent registers. Shipment in containers is allowed. The Seller shall at least two weeks before shipment inform the Buyer by fax or telex of compliance of the vessel with the foregoing and nationality thereof. 6.4. The equipment shall be delivered with full accessories and spare parts in accordance with the delivery schedule to ensure the erection and testing of the project on time and in the most rapid and rational manner. 6.5. The date of the arrival of the goods Danang port, S.R. Vietnam is considered as the delivery date of the Goods. In case of air freight of the technical documents, the Airway Bill will replace the ocean Bill of Lading and the date of the Airway Bill is considered as delivery date for technical documentation. 6.6. Shipping notice (i) Preliminary shipment data The Seller shall notify the Buyer by fax seven (7) days prior to the shipment of the goods the following data : • Contract number • Contract item number • Number of packages (Item Description) • Weight gross/net in total (kg) • Volume in total • Estimated dimensions of packages (L x W x H cm) • Total value . ETD/ETA • Name of the Shipping Agent at port of unloading • Destination port • Notes as per Article 8.6 below concerning the cases of over dimensioned and overweighed Goods. The contents of the above telex of fax shall be confirmed by the Seller by registered airway letter by DHL within [...] days after dispatching of the Facsimile. (ii) Confirmation of shipment: Upon the shipment of Goods and not later than seven (7) days after shipment, the Seller shall notify the Buyer by telex or fax: • Contract number • Name and item - Quantity and Value • Weight/Measurement (KG)/LxWxH(cm) • Number of packages • Name of vessel • Port of shipment, expected time of departure, expected time of arrival, port of destination • Number and date of B/L or A/B. The above mentioned telex or fax notification shall be confirmed by registered airway letter which shall be sent by DHL to the Buyer within 3 (three) days after the date of dispatching the telex or fax. (iii) The Seller shall send the following shipping documents to the Buyer by DHL not later than three 03) days after shipment (the same documents shall be sent by fax within three (03) days) so that the Buyer can take necessary arrangements with the Vietnamese Authorities concerned for importation and customs clearance purposes: • Commercial invoice signed by the Seller : 1 original and 5 copies • Clean shipped on board Bill of Lading marked "freight prepaid", "to order of the Buyer", "notify to the Buyer" : 1 original and 2 copies • Certificate of Origin: 2 copies • Packing list in detail: 1 original and 2 copies • Insurance Certificate or Policy: 1 copy • Quality and quantity certificate issued by the Manufacturer: 1 original and 2 copies Beside the above mentioned documentations, one set of packing lists kept in a strong and waterproof envelope shall be sent through the captain of the vessel. 6.7. In case of delivery by air, the Seller shall inform the Buyer by telex or fax 7 (seven) days before dispatching the Goods of the Contract number, the expected delivery date, place of dispatching, description of the relevant goods and its quantity. The Seller undertakes to advice the Buyer by telex or fax on the same day of dispatching of the relevant goods the following: • Number and date of contract • Number and date of airway bill • Name of air transport company and flight number • Description of the goods • Number of cases • Net/Gross weight The Seller shall send to the Buyer, together with the goods, all necessary transport documents such as copy of airway bill and packing list to ensure a safe receipt of the goods at the airport of destination. 6.8. The Seller shall be responsible for any damage and/or any additional expenses caused by the absence of the above mentioned notification. 6.9. All expenses related to the notification as well as to the obtaining and dispatching of all documents as mentioned in Article 6 of this Contract shall be borne by the Seller. 6.10. On deck storage shall be allowed for items which according to international commercial customs are not or cannot be stowed under deck. 6.11. After the arrival of the goods at the port of destination the Buyer has the right to entrust the inspection of quantity and/or quality to an independent inspection company with respect to the goods the packing of which is damaged or defective. This inspection shall be done by the independent inspection company itself. A report thereof shall be issued by the independent inspection company as an evidence for making a claim against the Seller. The Buyer will inform the Seller with one week advanced notice about time and date of inspection. A Seller's representative can be present at the inspection. In case there are damage and losses of the goods during transportation, loading and unloading, the Buyer, in the period of insurance, shall invite the independent inspection company to inspect the said goods and supply the Seller with claim documents concerned and enable him to make claim against the carrier or insurance company and to re-supply at his own expenses the Buyer with the replacement goods on the conditions stipulated in this Contract within 6 (six) months from the date of receipt of claim documents supplied by the Buyer. Claim documents shall consists of: • COR (Cargo Outturn Report) • ROROC (Report on receipt of Cargo) • Survey report • Bill of Lading • Packing list • Other necessary documents 7. INSURANCE 7.1. The Seller shall insure the Goods supplied under the Contract for one hundred and ten percent (110%) of the total shipment value in accordance with Lloyd's Institute Cargo Clause A payable in the currency stated in this contract in favour of the Buyer with reputable company who will appoint Vietnam Insurance Company as their agent in settlement of the claims, if any. In case of loss, defects or damage caused to the Goods during sea transport, based on the Survey Report by the independent inspection company of Vietnam or Vietnam Insurance Company if the claim is proved to be due to the Seller's fault, the Buyer shall be entitled to request the Seller to remedy and/or to replace for the loss, defect or damage on the basis of Danang quay at the port regulated under this Contract. 7.2. The Seller will inform the Buyer about the Insurance Company not later than thirty (30) days after the effective date of the Contract, if the Seller receives no objection from the Buyer within fifteen (15) days thereafter, the Insurance Company is considered accepted. 7.3. The Seller shall be responsible for processing all claims under Article 7.1. 7.4 The Seller shall only be responsible to insure his personnel against civil liabilities. 7.4. The Buyer is responsible in case of injuries sufferred by the Seller's personnel due to the Buyer's fault. 8. PACKING, MARKING 8.1. The Goods are to be delivered in standard seaworthy packing for export goods. Goods to be delivered by Seller shall be securely prevented from damages during transportation to their destination or storage for reasonable period of time and transportation from the warehouse to the construction site. The Seller shall ensure the protection of Goods for transportation by sea and handling on land under tropical climatic conditions. Such packing must ensure transportation safely to destination and withstanding such hazards as possible corrosion by exposure to salty sea water spray, moisture, rain, rust or other corrosion effects. 8.2. The packing is to secure full safety of the Goods from any kind of damage and corrosion during transportation by sea, railway and combined transport taking into account transshipment, if any, during transportation and proper long storage conditions in S.R. Vietnam (with maximum time of 10 months). 8.3. The packing shall be suitable for loading by crane, autocars, trucks and manually in so far as the weight and volume of individual packages allow. 8.4. Before packing the appropriate anti-rust and protection measures for the Goods, such as grease, coating oil, oil paper wrapping or polyethylene film wrapping, are to be taken in order to protect them from damages or corrosion during long transportation and storage at site for ten (10) months maximum under tropical climatic conditions, according to the Seller's storage instructions. All packages shall be made of brand new material. However, reused containers are allowed. The containers must be standard. Their quality must be good and suitable for all kinds of transportation and for all kind of weather. A Detailed Packing List indicating the contract number, specification of items, gross and net weight in a waterproof envelope shall be put inside each package with the Goods.One copy of the Detailed Packing List in a water proof envelope shall be fastened to the outer side of the package and shall be covered by metal plate nailed to the package. 8.5. The Seller shall be responsible for any damage or breakage of the Goods that is caused by initially poor packing or for corrosion which is due to initially improper or insufficient coating. 8.6. The dimension of container of 20 or 40 feet: Should any dimension exceed the above limits, the Seller shall inform the Buyer by telex/fax one month before the shipment and the Seller is obliged to send by DHL the said weight and length information to the Buyer three (3) days before the beginning of expected shipment such as three (3) drawings with necessary indications and instructions and data about length, width and height, gross/net weight, and center of gravity. All packages exceeding two (2) tons and/or two (2) meters in height shall bear a sign indicating the center of gravity (+) in addition to the markings called for hereof. Failure by the Seller to comply herewith shall cause him to bear all extra costs
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