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여러 해외정보들 중에서 일반인과 기업이 필요로 하는 국제법 관련 정보를 신속하게 제공하는 것이 저희의 목적입니다.
본 자료는 국제법률연구원 International Legal Research Institute이 조사하여 제공합니다.
* 인코텀스(Incoterms): 2018년 현재 인코텀스 2010을 따름. 인코텀스 2020은 2019년 4분기에 발표될 예정임. Incoterms or International Commercial Terms are a series of pre-defined commercial terms published by the International Chamber of Commerce (ICC) relating to international commercial law.
SALES CONTRACT
Contract No :
Date:
This Purchase Contract (“Contract”) is made by and between:
셀러회사명. 셀러회사 국가명 company, at --셀러회사 주소--, 셀러회사 국가명 (“Seller”) and The 바이어회사명y, a 바이어회사 국가명 Company with its at --바이어회사 주소-- (“Buyer”).
The Seller agrees to sell and the Buyer agrees to buy the Commodity mentioned hereunder subject to the terms and conditions as stipulated below:
Article 1. Description of Goods and Specification 상품상세
- Good : 상품명 (“Good”)
- Origin : 원산지국가명
- Specification : 제품상세
Nitrogen : 46 % Minimum
Moisture : 0.5 % Maximum
Biuret : 1.0 % Maximum
Granular Size : 1 ∼ 3.35 mm, 90 % Minimum
Color : White
Physical Form : Prilled, free flowing, with anti caking agent
free from harmful substances.
- Packing : 포장
In 50 Kg net one ply polypropylene and one ply polyethylene inner liner bags, with two percent (2%) empty spare bags to be supplied at free of charge
- Marking : 상품포장표시
One side standard manufacturer’s marking design (6 lines green color and “Use No Hooks” in red color)
Article 2. Quantity & Price 수량과 가격
- Quantity : 10,000 MT (more or less 10% at seller’s option)
- Price : U$ .- per Metric Ton on at sight basis
- Total Price : U$ .- (Say : United states Dollars ) (“Purchase Price”)
Article 3. Delivery 배송
- Loading Port : 로딩 항구명과 국가명 (port)
- Discharging Port : 디스차징 항구명과 국가명 (port)
- Shipment : 선적
Between 1 May, 2018 and 15 May, 2018 (both dates included)
- Delivery Term : 배송기간
1) Cost and Freight Free Out (CFR F.O.) one safe berth / one safe port 항구명, 국가명 in accordance with INCOTERMS 2018-
2) Transshipment and partial shipment are not allowed.
Article 4. Payment 결제
4.1 For the payment of the one hundred percent (100%) and more or less five percent (5%) of the Purchase Price of the Good, the Buyer shall establish, within seven (7) days from the signing date of this Contract, in favor of the Seller an irrevocable at sight letter of credit in the amount described hereunder (the "L/C") issued by 신용장 개설 은행명 as per following terms:
- L/C Amount : Purchase Price more or less five percent (5%)
- Expiry Date : 만료일
- Shipment Date : 선적일
- Shipping Documents :
1) Commercial invoice in duplicate
2) Full set of clean on board ocean bill of lading marked “Freight Prepaid”
3) Packing list in duplicate
4) Certificate of origin issued by 원산지증명서 발급한 국가의 기관명 (주로 상공회의소 Chamber of Commerce에서 발행).
5) One (1) original and two (2) copies of Inspection Certificate of Quality and Quantity issued by SGS(검사, 검증, 테스트 및 인증 회사).
- Special Terms :
1) Charter party bills of lading is acceptable.
2) Stale B/L is acceptable
3) Third party’s shipping documents are acceptable. Acceptable
4) The copy of certificate of quality and quantity issued by Independent surveyor acceptable.
5) Certificate of quality and quantity issued by Seller acceptable
6) L/C number may not be quoted in any shipping documents except invoice, packing list, and drafts.
7) Plus and minus ten percent (10%) allowance on quantity and amount of letter of credit is allowed.
8) Shipping documents presented within or after 21 days from B/L date shall be acceptable but within the validity of L/C.
9) T/T Reimbursement allowed
10) % and Pct are the same meaning with “Percent”
11) Spelling mistake acceptable
4.2 L/C shall be advised through The 신용장 개설 은행 or Opening bank’s any other correspondent bank of L/C opening bank in 신용장 개설 국가의 은행 is acceptable.
4.3 The payment of L/C shall be made against the presentation of the shipping documents mentioned in Article 4.1.
4.4 All banking costs incurred inside 바이어 국가명 relating to the establishment and maintenance of the L/C shall be borne by Buyer and outside 바이어 국가명 borne by Seller.
Article 5. Discharging Terms
5.1 Buyer shall provide Seller with one (1) safe port and one (1) safe berth at discharging port.
5.2 Buyer shall guarantee that discharging rate at discharging port shall be at least on net weight basis Thousand Metric Ton (1,000MT) per weather working days of twenty four (24) consecutive hours Sunday and official holidays excluded even if used on basis of having at least four (4) derricks available in good order. If discharging rate is affected due to break down of derricks / cranes, discharging rate guaranteed by Buyer shall be recalculated pro-rata the workable derricks / cranes.
5.3 Laytime shall be commenced at 13:00 hours same day if notice of readiness tendered before 12:00 hours or at 08:00 hours of next working day if notice of readiness tendered after 12:00 hours.
5.4 Official Holidays and bad weather days should be noted clearly in statement of fact.
5.5 Shifting time for the vessel from pilot station to the first berth or anchorage at 로딩 항구명과 국가명 port is not to be counted as laytime used.
5.6 Waiting time at pilot station is counted at Buyer’s time.
5.7 Lighterage, if any, is for Buyer’s account.
5.8 Shifting time, more than one berth or one anchorage at 디스차징 항구명과 국가명 port is at Buyer’s expense, time and risk.
5.9 Notice of readiness on arrival of vessel at 디스차징 항구명과 국가명 port or recognized pilot station or anchorage of every port, wipon (whether in port or not). Acceptance of notice of readiness shall not to be withheld unreasonably.
5.10 Demurrage / Dispatch rate shall be as per governing charter party and Seller has to inform Buyer the fixed demurrage / dispatch rate when Seller informs Buyer of vessel particular.
5.11 Statement of fact made and signed by discharging port agent and shipmaster is effective for demurrage and dispatch calculation only.
5.12 Within twenty four (24) hours of working day, Buyer has to confirm his acceptance of vessel’s nomination to Seller when buyer receives it from Seller.
5.13 Seller shall inform Buyer of stowage plan by fax within three (3) days from shipment date of Good and send charter party B/L to Buyer by fax within ten (10) days from shipment date of Good.
5.14 Shipment using vessel of over 15 years of age and tween deck vessel shall be permitted. Overage premium, if any, for Buyer’s care and Seller’s account with the O.A.P. rate stated as belows:
Vessel’s age O.A.P. rate as per ICC (%)
16 - 20 0.125
21- 25 0.25
26 - 30 0.375
Article 6. Taxes, Insurance & Other Costs 세금, 보험 및 기타 비용
6.1 All dues, duties, taxes, tariffs, levies, flag waivers and similar charges in 바이어 국가명 shall be for Buyer’s care and account.
6.2 Buyer shall cover the marine insurance for Good at Buyer’s cost, and care and undertake any and all risks and liabilities concerning thereto.
6.3 Lighterage costs, if any, shall be for Buyer’s care and account.
Article 7. Inspection & Claim 검사 및 클레임
7.1 The inspection for Good at the port of loading shall be carried out by an independent inspector regarding the quality and quantity of Good at Seller’s care and expenses.
7.2 The result of inspection certificate of quality and quantity at the loading port shall be final. However, Buyer may invite an independent surveyor to survey the quality and quantity / weight of Good. If the Buyer finds that the quality and quantity / weight are not conformed to those in inspection certificate issued at loading port, Buyer may lodge a claim against the Seller.
7.3 In case of claim on quality discrepancy against Seller, Buyer shall officially notify Seller immediately by telex or facsimile and dispatch original report issued by Vinacontrol by courier service within thirty (30) days from date of arrival of Good at port of destination. Otherwise, Seller shall be free from any claims by Buyer.
Article 8. Penalty 손해배상
8.1 If Seller fails to deliver Good on time Buyer shall be entitled to impose on and receive from Seller U$_____ per day as delay penalty but not exceeding two percent (2%) of Purchase Price. The delay penalty shall be deducted from Invoice value.
8.2 If Buyer fails to pay the Purchase Price and any other amount when due, twenty four percent (24%) per annum shall be applied on the principal amount as delay interest.
8.3 If Seller fails to delivery the Good within ___ days from the arriving date of vessel for the Good or declare its intention to non-performance of this Contract, this Contract is automatically terminated and Seller shall pay to Buyer two percent (2%) of Purchase Price as liquidated damages.
8.4 If Buyer declares its intention to cancel this Contract or fails to open L/C in accordance with this Contract within seven (7) working days from signing date of this Contract, this Contract may be terminated by Seller and Buyer shall pay to Seller two percent (2%) of Purchase Price and vessel cancellation fee as liquidated damages.
8.5 The penalty shall be remitted within thirty (30) days after receipt of claim notice from each counter party.
Article 9. Force Majeure 불가항력
9.1 Neither party shall be held responsible for delay or failure of performance of obligations provided for herein when such delay or failure is caused by strikes, fires, floods, acts of God, earthquakes, or any laws, rules or regulations of any governmental authority or other conditions beyond its control which cannot be forecast. Provided that the party affected by force majeure events shall exhaust all reasonable alternative means of performance the obligation in question. No quota to import cargo or impossibility to open L/C will not be considered as force majeure.
9.2 Any party involving force majeure shall notify in writing to the other party within +8 hours of occurrence of the force majeure together with a certificate issued by an official entity of the country affected by the force majeure.
Article 10. Governing Laws and Arbitration 재판관할권 및 중재
10.1 This Contract shall be interpreted and construed in accordance with the 따르는 국가법명.
10.2 All disputes or differences which arise out of this Contract, it is to be settled by an amicable agreement between both side. In case the matter is not settled amicably, it shall be referred to the arbitration of 따르는 중재소명, in 따르는 중재소 국가명, in accordance with the relevant arbitration rules. The award rendered by the arbitrators shall be final and binding upon the parties concerned.
10.3 The fee for arbitration and or any other charge, if any, shall be borne by the losing party, unless otherwise awarded.
Article 11. INCOTERMS 2010
In case of doubt arising over the interpretation of commercial terms contained herein, the Buyer and the Seller shall refer to the international commercial terms 2010 (INCOTERMS 2010).
IN WITNESS WHEREOF, the parties hereto have caused this Contract in duplicate to be executed by their duly authorized representatives as of the date and year first above written.
셀러 회사명. 바이어 회사명.
By : __________서명__________ By : __________서명__________
Name : Name :
Title : Title :
ㅡㅡㅡㅡㅡㅡㅡㅡㅡㅡㅡㅡㅡㅡㅡㅡ
고도의 국제법 전문가 그룹
국제법률연구원 International Law Research Institute.
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