Before proceeding on to the practical business communication in international trade, it’s absolutely necessary to get ourselves acquainted with the general procedures in the game, without which we would be but a small boat striving against the waves on the Pacific without a GPRS. Therefore this lecture is to offer some framework knowledge about the essential issues that may be concerned in our business communication, but it’s also necessary for learners to be advised that this book is not intended to focus on international trade or import and export business, and therefore cannot go into great details about it here. So learners should refer to other materials for such further details when they get puzzled with and interested in some of the issued discussed in this lecture.
As we may be more often engaged in export business, we would begin with the general procedures for export. In an export business, the central party is the exporter and almost everything befalls on him. The first step is to get sufficient market information ranging from the market demand of the products to be handled, the geographical distribution, the technical requirements or other special preferences, to the availability of such products together with their quality and price information, etc. It’s no exegeration to say that sufficient market information is half success in business. But this step is not always necessary when we are or think we are well informed already.
On basis of the market information, we should consider the market requirements and decide where to get the supply of the products (or even decide what kind of goods to handle, as in some special cases). Therefore we shall contact the satisfactory manufacture at our end, obtaining quotation from it. Then we will offer our information of the products to our potential clients, especially the quality and technical specialties and the competitive quotation.
But before we conclude transactions with the potential clients (supposing they are interested in our products and quotation), we shall consult someone to learn about their credit status, e.g their commercial reputation and financial situation as well as the special requirements and preferences in their business practice. Such information is quite necessary for escape from future disputes. Among the numerous resources, the best and most easily accessable one is our local bank who can contact its correspondent colleagues at the client’s end for the information we may need.
When we find our clients honest, reliable and capable of the business we are going to carry with them, we will be engaged in a lasting and sometimes tough bargaining process with them until final agreement is reached. This will be the bulk of this book----- how to comminicate with our clients and bargain for the greatest favor for ourselves and persuade the clients to accept our conditions.
When the contract is finally signed, our clients (the importer (s)) get something to do by themselves---- preparing for payment. There are various means of payment but the most widely accepted one is payment by L/C. So we take it as the payment operation in the procedure here. In such case, the importer will apply for L/C to his local bank, who thus becomes the opening bank (the bank that opens the L/C for and in accordance with the request of the importer. Usually the terms of the L/C comply with the contract previously signed between the importer and the exporter. The opening bank will open the L/C (most commonly by telex) to one of its correspondent bank at the exporter’s end (or a bank designated by the exporter). The correspondent bank that receives the telex message of the L/C (now in the position of the advising bank) shall verify the L/C (by some specialized methods and instruments) and advise the exporter of the L/C. The opening bank has every reason not to transmit the L/C to the expoter directly, and such detailed is easily comprehensible to our bright learners.
Upon receiving the L/C advised through the advising bank (usually a local bank at the exporter’s end), the exporter shall first of all examine the L/C in great detail to see if there’s any clause unacceptable or unfair or impractical in which case the exporter shall advise the importer to notify the opening bank to amend the L/C accordingly and in the same procedure as the original L/C. If the L/C is found well acceptable, the exporter should apply to his government departments for relative export licence, which is no due course since only a few special sectors of products need such licence.
Then in the tenth step the exporter places orders with the manufacturer for the products concerned. When the products are finished, the Entry-Exit Inspection and Quarantine Bureau (or CIQ, 出入境检验检疫局)of the People’s Republic of China shall be invited to the factory to inspect the products in accordance with the some legal procedures and requirements, and issue some certificates (for details, see Lecture IX, Operation of L/C). In some cases the CIQ will also issue some other documents to certify the origin of the products (C/O, or Certificate of Origin and sometimes Form A), if thus requested. Anyhow, the exporter may take the products from the manufacturer for delivery after the CIQ inspection. He may apply for certificate of origin to the same CIQ branch that issues the inspection certificate for the products, and then takes the goods for delivery., or he may apply to some other Chinese government departments (such as the China Councile for Promotion of Internaitonal Trade) for the same certificate. Such certificate(s) should be provided according to comply in every detail to the stipulation(s) of the L/C or contract or agreement.
In either case, the exporter shall prepare relative documents and declare to the customs, or as in most cases, entrust the declaration to some customs broker. At the same time he should booking space or chater vessel for the goods/products for shipment and effect insurance for the goods if thus requested in the L/C or in the contract.
The customs, upon application from the exporter or the customs broker will inspect the goods at the port/place of loading and issue some documents for release of the goods for exit from the customs boundary(关境，一国海关行使管辖权的范围). The signed and/or stamped shipping documents from the customs will then be returned to the exporter (sometimes via the customs broker if the exporter has opted to entrust the business to the broker). The export can now conduct documentation according to the L/C (or in accordance with other requirements if no L/C payment is concerned) for payment. Usually in the case of payment by L/C, the exporter will present the shipping documents to the former advising bank (now in the positiion of Negotiating Bank) for negotiation. The negotiating bank theoretically shall pay the exporter the amount stipulated in the L/C, and in practice, it’s but too common for the negotiating bank to forward the shipping documents and the dract to the openting bank instead of effect ing payment directly.
At the same time, the exporter shall never forget to notify the importer the delivery of the goods and the presentation of the shipping documents so that the latter can get duly prepared for receving the goods and for paying the opening bank to get the shipping documents without which he cannot take the goods from the shipping company.
Upon receiving the shipping documents, the opening bank will examine them against the L/C clauses in great detail and effect payment in due course (as stipulated in the L/C and drawn in the draft) and the negotiating bank is either reimbursed (if it did pay the exporter upon receiving the shipping documents for negotiation) or will transfer the amount to the exporter (if it did not effect payment when receiving the shipping documents). In either case, settlement(清算) has been accomplished between the banks and the exporter. (There are some more detailed and specific operation in the payment of the opening bank. If the L/C clauses are fully complied with, the opening bank may effect payment immediately for sight draft, and may effect payment at a fixed future time for time draft. If the L/C clauses are not fully complied with, it has sufficient reason to refuse to pay; but it may also consult the importer for decision, and if the importer opts to accept the shipping documents and has thus instructed the opening bank in writing, the opening bank will effect payment in due course (either immediately for sight draft or at a fixed future time for time draft) after deducting some discrepancy fee (ranging from USD25 to USD75 per set of shipping documents).
The last step may never happen, but the exporter shall be well prepared for it------settling disputes with the importer about the goods shipped. By now, a whole deal is fully accomplished.
Price terms in international trade is defined as Trade Terms which determines the terms on which the trading parties conclude their deals and assign the duties, obligations and risks in the process. There are three commonly available international conventions on trade terms. The first is the Warsaw-Oxford Rules 1932 established by International Law Association(国际法协会)in 1932. Another one is Revised American Foreign Trade Definitions 1941 established by nine American commercial firms in 1919 and revised in 1941 at a national conference. The most widely accepted and adopted international convention on trade terms is INCOTERMS 2000 established by International Chamber of Commerce in 1990. Its full name is International Rules for the Interpretation of Trade Terms originating in 1936 and revised five times in 1953, 1967, 1976, 1980 and 1990. The last version of 1990 came into effect in 2000 as ICC Publication No. 500. In INCOTERMS 2000, trade terms are classified into 13 types in 4 groups.
The buyer gives money to his local bank and the bank issues a trust deed (usually an M/T advice or a Payment order) for payment, then sends it to a correspondent bank at the seller’s end by mail, entrusting the bank to pay the amount to the seller.
At the request of the buyer, the local bank sends a trust deed for payment by cable directly to a correspondent bank at the seller’s end and entrusts that bank to pay the amount to the seller.
(1) apply for M/T (T/T) (5) sign the receipt
(2) reply with a receipt (6) effect payment
The buyer buys a bank draft from his local bank and sends it by mail to the seller. On the basis of the above bank draft, the seller or his appointed person gets the money from the relative bank at his end. It includes the following stages:
(1) The remitter fills out an application for D/D payment and entrusts the loan to its local bank.
(2) The local bank (the remitting bank) issues a sight draft and gives it to the remitter.
(6) The paying bank pays the payee as instructed in the draft.
(7) The paying bank notifies the remitting bank of the settlement.
By this means of payment, the seller issues a draft attached with the shipping documents and forwards them to a bank at his end and makes an application for collection and entrusts the bank to collect the purchase price from the buyer through its correspondent bank at the buyer’s end. The entrusted banks are not to deliver the shipping documents to the buyer until the draft is accepted or paid. This is much more preferred by the seller as his interest is better protected. There are three specific operations under this method: D/A, D/P and L/C.
(2) the exporter issues a draft and other required documents and entrust them to his local bank for collection;
(3) The local bank (remitting bank) forwards the draft and the shipping documents to his correspondent bank at the importer’s end entrusting him to collect the purchase price from the importer;
(4) The collecting bank (at the importer’s end) presents the draft and the shipping documents to the importer for payment/acceptance;
(6) The collecting bank releases the shipping documents to the importer for him to take the goods;
(8) The remitting bank forwards the amount to the exporter.
If a time draft is used in the documentary collection(跟单托收), it should be clearly stated in the collection instruction whether the entrusted party is to release the shipping documents to the payer against acceptance(承兑) or against payment. Otherwise, it is regarded as payment against documents, and the colleting bank is therefore void of any consequence resulting from the delayed presentation of documents.
Without the bank’s permission, the consigner shouldn’t dispatch goods to the bank directly or treat the bank as his consignee. Otherwise, the consigner has to undertake the risk and responsibility of goods.
The bank only should make sure the received documents correspond with ones listed in the collection instruction apparently.
After receiving the notice of a dishonored draft (汇票被拒) sent by the collecting bank, the remitting bank should give further instruction to the consignee (within 60 days).Otherwise, the colleting bank can return documents without any responsibilities.
l Fully understand the importer’s credit standing and business practice and fully acquaint himself/herself with the relative market conditions.
l Reduce the transaction amount within the other party’s credit range. Generally adopt D/P in case of insufficient confidence in the other party.
l If possible, the exporter should have the agent in the importing markets, who can help get rid of the goods promptly.
l Get acquainted with business practice and trade policies of importing countries (e.g. exchange control laws, regulations of the customs) to avoid that goods be forbidden to enter or the payment of foreign exchange is forbidden. Also, it may prevent potential losses caused by special practice in collection in some areas.
l Try to make the export contract on CIF or CIP basis and let the exporter arrange transportation insurance. If the buyer must insure the goods, he can insure against the seller’s benefit risk.
l The requirements for shipping documents in consigner’s favor vary from the means of transportation
In this case, the exporter will deliver the shipping documents to the buyer abroad through the remitting bank with instructions not to release the documents to the buyer until draft is honored. D/P falls into 3 types：D/P at sight, D/P after sight and D/P after date.
In D/P at sight, a sight draft is used for the buyer to effect payment at the sight of the, draft--- “Cash against Documents”.
In D/P after sight, a time/usance draft (ranging usually from 30 to 150 days) is used as the buyer is to effect payment upon a certain date after he “sees” and accepts the draft and the documents. But the collecting bank shall not tender him the documents until he fulfills his obligation of payment on the agreed date after seeing the draft.
D/P after date is similar to D/P after sight, except that the date is set against the date of the draft (instead of the date after the “sight” of the draft by the buyer)
For instance, a draft for D/P 30 days after sight is issued on Sept. 20, 2007 and it is presented to the drawee on Oct. 15, 2007. Then the drawee shall pay/honor the draft on Nov. 15, 2007------just 30 days from Oct. 15, 2007 when the drawee “sees” the draft.
Yet for a draft of D/P 30 days after date, if it is issued on Sept. 20, 2007 and presented to the drawee on Oct. 15, 2007, the drawee shall honor the draft on Oct. 20, 2007-----30 days from Sept 20, 2007 when the draft is issued (but not 30 days from Oct. 15, 2007)
The collecting bank releases the shipping documents to the buyer without receiving any payment from the buyer but merely against a written promise of the buyer to honor the draft at a certain future date agreed upon between the buyer and the seller. In this case only a time (usance) draft is used.
In the case of a D/P 30 days after sight, (1) means the collecting bank presents the draft (together with the shipping documents) to the drawee/importer/payer/buyer. In step (2), the drawee signs the date of the presentation on the back of the draft and the collecting bank keeps the signed draft. In step (3), e.g. 30 days after the presentation, the drawee as in, honors the draft (pay the amount indicated in the draft. In step (4) the collecting bank releases the shipping documents to the drawee only when the payment (honoring the draft) is done.
In the case of a D/A 30 days after sight, (1) means the collecting bank presents the draft (together with the shipping documents) to the drawee/importer/payer/buyer. In step (2), the drawee accepts the draft by signing on the back of the draft to promise to honor the draft 30 days later. But in step (3), the collecting bank releases the shipping documents to the drawee directly when the drawee has accepted the documents by signing on the back of the draft. In step (4), the drawee may come to the collecting bank to pay the amount, or he may not. The bank has no obligation to ensure that the drawee comes back to pay the amount, nor shall the bank be held responsible for the drawee’s any delay or refusal of payment.
In both D/P and D/A the seller runs great risks of receiving no payment from the buyer.
L/C is a special operation in collection. By L/C, banking credit is adopted to guarantee the interest of both the buyer and the seller. Usually the seller will prepare a set of shipping documents in accordance with the buyer’s L/C and presents them to the negotiation bank together with the original L/C. So far as the documents comply with the L/C in every clause, the banks concerned shall release the buyer’s payment to the seller unconditionally. In this case, the banks involved are only concerned with the shipping documents and the clauses in the L/C, and have nothing to do with the goods itself or the commercial agreement or other papers between the buyer and the seller. For details, see Lecture IX of this manuscript.
This method of payment is usually adopted in big deals in tenders and other complicated projects when the final settlement takes long time and requires complicated procedures. The seller deposit a certain amount of capital in an appointed bank to obtain the bank’s letter of guarantee (L/G) and presents it to the buyer as a kind of promise to fulfill his obligations in the project the buyer has entrusted him to. In case the seller fails to hold his end of the deal, the buyer may take away the guaranteed capital from the bank by presenting the L/G. The most common L/Gs are tender guarantee and performance guarantee. Yet in performance guarantee is also included import guarantee in which the seller and the buyer exchanges their position in handling the L/G.
It is defined in China as a bill (a trust deed) issued by the drawer entrusting the payer to unconditionally pay a certain amount to the payee (usually the seller or exporter in international trade) or his appointed person at the sight of or upon a certain date after the sight of the bill. In Britain, it is defined as a written entrustment issued by one person to another for the latter to unconditionally pay a certain person or his appointed agent or the holder of the draft a certain amount at sight or upon a certain or agreed date after sight of the bill.
Considering their different features and functions, drafts can be classified into several types:
a. commercial bill商业汇票(a draft issued by a commercial firm and dependent on the firm’s credit for payment), vs. banker’s bill银行汇票(a draft issued by a bank and dependent on the bank’s credit for payment)
b. clean bill光票(a draft without any attached shipping or other documents but shall be honored) vs. documentary bill跟单汇票(a draft attached with some documents and shall be honored only when the full set of required documents are attached).
c. sight draft即期汇票( a draft that shall be honored immediately when presented ---at sight of the bill)vs. time/usance draft远期汇票(e.g. “at 30 days sight”-----to be honored 30 days after the sight of the bill);
d. commercial acceptance bill商业承兑汇票(a draft accepted by a commercial firm who engages itself with the obligation of honoring the bill once the bill is dishonored. 承兑汇票由另一商业或银行机构支付，但得先经过他们同意----承兑) vs. banker’s acceptance bill银行承兑汇票(a draft accepted by a bank who will be obliged to honor the bill once dishonored by the due paying party)
The operation of a draft undergoes some special stages such as endorsement(背书, blank endorsement空白背书-----endorsed by the drawer or holder or owner of the bill without appointing any specific person or party as his endorsee; marked endorsement记名背书----endorsed to an appointed person or party who will become the owner of the bill), transferring (转让), remote holder (前手),consequent holder(后手), reimbursement(追索), dishonor (拒付), discount(贴现), either the first or the second issue is to be paid( 付一不付二, 付二不付一)and there may be a bona fide holder in such operation. The descriptions of payee(抬头) may occur in a draft operation:
For further details, please refer to relative textbooks on international payment or international trade.
A promissory note is defined in China as a payment note issued by the drawer to pay a certain amount to the drawee or the holder of the note unconditionally at the sight of the note. But in Britain it is defined as a written promise issued by one person to unconditionally pay a certain amount to another person or his appointed person or the holder of the note at the sight of or upon a certain date or at a determinable future time. There is general promissory note and banker’s (cashier’s) promissory note. But in China a promissory note refers to banker’s promissory note only.
In the case of a draft, the drawer is the debtor/payer before the acceptance of the draft, and will no longer be so once the draft is accepted by the drawee/addressee that bears the prime obligation to pay/honor the draft. But in the case of a promissory note, the drawer is always the payer and shall never be voided such obligation. A promissory note may be presented more than once and is to be issued in only one tenor only while a draft will be presented only once and is issued in duplicates. A promissory note cannot be accepted but directly paid/honored while a draft may be accepted. A promissory note is thus entitled while a draft has no such entitlement.
In Britain, “a cheque is a bill of exchange drawn a bank payable demand”.(以银行为付款人的即期汇票)。 In China, a check refers to a bill issued by the drawer upon a bank or other financial organization where the drawer has opened an account, entrusting the latter to unconditionally pay at sight of the check a specific amount to the payee or holder of the check. A check may fall into three types: a general check (for transferring or for cashing), a transferring check and a cash check.
1． Describe the functions of the negotiating bank and the opening bank in the course of export business.
3． How does D/D differ from M/T? and how is D/A different from D/P after sight?
5． Consider the following case and answer the questions after it.
An exporter from China is exporting a batch of goods to London on CIF and the delivery period is stipulated in August in the Sales Contract. But the importer demands that “The goods shall reach London not later than Oct. 10” be added into the Sales Contract. After some careful consideration of the shipping period, the exporter finds the steamer can reach London before Oct. 10 if the goods were shipped in August and thus accepted the added clause.
1) We have received with many thanks your letter of 20 May, and we take the pleasure of sending you our latest catalog. We wish to draw your attention to a special offer which we have made in it.
2) You will be particularly interested in a special offer on page 5 of the latest catalog enclosed, which you requested in your letter of 20 May.
3a) We allow 2 percent discount for cash payment.
3b) You earn 2 percent discount if you pay by cash.
4a) We won't be able to send you the brochure this month. (Negative connotation of reluctance and refusal)
4b) You will receive the brochure next month.
4c) We will send you the brochure next month once it is ready for delivery.
5) Your favor of May 15, 2008 was received. In reply to it, I’d like to tell you that the samples for the new LED was delivered to you by TNT this morning and will reach you in five days; the technical problems on the illuminator is still under discussion in our R&D and will be solved in two days; the price terms you ask for has to be decided by our G. M. who is now in the northwest for market survey and you will get a reply in two days; your proposal for our cooperation in Boston should be further specified----- what you need us to to to help you in the show.
6) Please be advised that we have accomplished two of the tasks you entrusted us to and the other two is still in progress and will be finished in a few days. I will keep you informed of the latest progress.
7) Bimonthly direct services of steamers are available from Guangzhou to San Francisco.
7b) We have semimonthly direct sailing from Hong Kong to San Francisco. or:
7c) We have a direct sailing from Hong Kong to San Francisco every two months/every other month.
8) We shall be able to supply 10 cases of the item only. (more than one item?)
8a) We shall be able to supply 10 cases only of the item. (only this item available)
9a) We sent you 5 samples yesterday of the goods which you requested in your letter of May 20 by air.
9b) We sent you, by air, 5 samples of the goods which you requested in your letter of May 20.
“Now” in place of “at this time”; “because” rather than “due to the fact that”; “a draft for $1000” but not “a draft in the amount of $1000”
Try to avoid vague and general comments. Stick to key points and make the message more informative
Try to avoid any mistakes in your correspondence. Be especially cautious with figures and numbers and the key clauses of an order or an offer, etc.
Business or Commercial English Correspondence (as in Britain) or Business writing(as in the United States) refers to letters for business purposes and ranges from letters, reports and post cards to telexes/telegraphs, telephone calls, fax messages, and emails. Great differences have now developed between the British and the Americans, esp. in the letterhead, the solutation, layout of the message, the diction and the complementary closing. As a general tendency, the conservative British prefer classical styles and formal diction while the Americans are more dynamic and liberal. Therefore we’d adopt the uniform Queen’s English when addressing correspondents of British background and apt to American English when writing to Americans or readers of such tastes.
In the layout of a letter, blocked style refers to those beginning without indenting on the left, as in the case of the Americans, and the indented style refers to those of indented beginning in each paragraph, as in the British styles. And consequently the signature at the end of a business letter can be by the left in the block style and by the right in the indented style. This is also true of the inside address which is a necessity for formal business letters, including the full company name of the addressee, the address and his/her/their full name(s) and title(s).
To: Haryard Trading Inc. Ltd Fax No. 0039-10-7788999
Attn. Mr. Marco Fontana Date: Oct. 22, 2007
From: Shanghai Trusty Industrial Co. Ltd File No. 20071022Fon
……………………….. ……………………….. ……………………….. ………………………..
The most common salutation in English letters are Mr, Mrs or Miss though the British would prefer adding Esq. (Esquire) after male names. And the plural forms for them are becoming more and more popular in business communications such as Mmes.(for Madam) and Messrs (for more than two males or organizaitons of more than two males). While the Britishadd no dot after these greetings, the liberal prefer adding a dot after these (e.g. Mr., Mrs., Messrs., etc). Generally, “Gentleman” is more popular in American business letters while “Dear Sir” more preferred by the British (or their plural forms for an organizaiton or for more than two individuals). After such salutations, the Americans would add a colon (;) while the British a comma(,). Details of the beginning saluttation and complimentary close are as follows:
If uncertain of the receiver’s gender, “Dear Sir or Madam” should be used and the organization rather any individual is concerned, “Dear Sirs” is the best choice.)
Dear Mr. John Smith Dear Mr. Smith (not Dear Mr. John)
Dear Mrs. Smith or Dear Mrs. Michelle Brown
Dear Prof. Schulte, Dear Dr. William New
10)To individuals of other titles(such as the position, usually after the name as modifier)
Mr. Charles Zhang, Cashier/Secretary, Agent
“His Excellency” is the uniform salutation to a foreign ambassador,and “Sir” for a foreign Minister (公使) informal communications. But in ordinary correspondence, “My Dear Mr. Ambassador” or “My dear Mr. Minister” is enough. And “Dear Mr. President” etc is used for chairman, president or prime minister of another counctry.
Complimentary close also falls into various forms. The most common ones are “Sincerely” and“Best regards”(as in the American style) and “Yours sincerely”(to an acquaintance or named receiver),”Best wishes”, “Kind regards” and “Yours faithfully”(to an unacquainted receiver) (as in the British style). Details are as follows:
Yours lovingly, Yours affectionately, Yours loving father (mother, son, niece, husband)
Sometimes “I mea” or “ I remain” are added before the complimentary ending to show special courtesy, esp. in letters to superiors or government departments, i.e.
The closing signature may be in full name, or in the family name or the given name, but it’s advisable to get the names typed below the signature which is not so readily recognizable and Miss/Ms shall be added before the names of females for convenient salutation in reply, e.g.
If the letter is drafted by an individual in the name of an organization, the full name of the organizaiton thus honored shall be typed above the signature of the author and the position or tile of the author shall follow the signautre, e.g.
Thomas C. Sutton
In case a secretary is drafting a letter for the supervisor, the secretary’s name shall appear before the supervisor’s by adding “Secretary to” between the two, e.g.
Should the letter be copied to someone else, “cc (carbon copy to)” should be added after the signature of the author, e.g.
cc. Mr. George Smith, President of Sales Department
Inquiries regarding our new product, the Deer Mountain Bike, have been coming in from all parts of the world. Reports from users confirm what we knew before it was put on the market----that it is the best mountain bike available.
Dear Sirs, Jun. 1, 1998
We received your promotional letter and brochure today. We believe that your product would do well here in the U.S.A. Kindly send us further details of your prices and terms of sale. We ask you to make every effort to quote at competitive prices in order to secure our business. We look forward to hearing from you soon.
Thank you for your inquiry of June the 1st concerning the Deer Mountain Bike. It gives us great pleasure to send along the technical information on the model together with the catalogue and price list. After studying the prices and terms of trade, you will understand why we are working to capacity to meet the demand. We look forward to the opportunity of being of service to you.
We have received your price lists and have studied it carefully. However, the price level in your quotation is too high for this market. If you are prepared to grant us a discount of 10% for a quantity of 200, we would agree to your offer. You should note that some price cut will justify itself by an increase in business. We hope to hear from you soon.
Thank you for your letter of June the 8th. We have accepted your offer on the terms agreed. Enclosed you will find a special price list that we believe will meet your ideas of prices. You should note that the recent advances in raw materials have affected the cost of this product unfavorably. However, for your order we have kept our prices down.
Thank you for your letter of June the 8th. We regret that we cannot meet your terms. We must point out that the falling market here leaves us little or no margin of profit. We must ask you for a keener price in respect to future orders. At present the best discount offered for a quantity of 200 is 3%. Our current situation leaves us little room to bargain. We hope you will reconsider the offer.
We have discussed your offer of 3% and accepted it on the terms quoted. We are prepared to give your product a trial, provided you can guarantee delivery on or before the 20th of September. The enclosed order is given strictly on this condition. We reserve the right of refusal of delivery and/or cancellation of the order after this date.
Thank you very much for your order of June 15 for: 200 Deer Mountain Bikes. We will make every possible effort to speed up delivery. We will advise you of date of dispatch. We are at your service at all times.
Thank you for your order No. 599. In order to execute it, we ask you to open an irrevocable L/C for the amount of US$50 000 in our favor. This account should be available until Sep. 20. Upon arrival of the L/C we will pack and ship the order as requested.
Thank you for your letter of June 18 enclosing details of your terms. According to your request for opening an irrevocable L/C, we have instructed the International Commerce Bank of China to open a credit for US$50 000 in your favor, valid until Sep. 20. Please advise us by cable when the order has been executed.
Gentlemen: Sept. 1, 1998
We are sorry to report that in spite of our effort, we are unable to guarantee shipment by the agreed date due to a strike at our factory. We are afraid that your L/C will expire before shipment. Therefore, please explain our situation to your customers and secure their consent to extend the L/C to Sept. 30.
Gentlemen: Sept. 5, 1998
We received your letter today and have informed our customers of your situation. As requested, we have instructed the International Commerce Bank of China to extend the L/C up to and including September 30. Please keep us abreast of any new development.
Concerning our order No. 599 for 200 mountain bikes, so far you have shipped only 50 bikes against the shipment. We are notifying you that we reserve our right to claim on you for the shortage, if it is confirmed. We have given our customers a definite assurance that we would supply the goods by the end of September. We hope you will look into this urgent matter.
Gentlemen: Sept. 30, 1998
In response to your letter of Sept. 25, we regret your complaint very much. Today we received information from Hong Kong that the remaining 150 bikes were on a ship that developed engine trouble and had to put into port for repairs. The trouble was not serious, and the vessel is now on her way. She should arrive at your place tomorrow or the next day.
Dear Sirs: Oct. 2, 1998
We are sorry that causes completely beyond your control have made it impossible for you to keep the shipment date of Sept. 30. Since you have failed to uphold your end of the agreement, we find it necessary to cance,l our order. Unfortunately, our buyers cannot wait indefinitely for the units. We are sorry that it is necessary to take such a drastic step.
Gentlemen: Oct. 2, 1998
We have received your notice of delay of shipment due to mechanical troubles on the ship. We are pleased that the order is now on its way. Thank you for the notice. We are eagerly awaiting the ship’s arrival.
Dear Sirs: Oct. 4, 1998
Upon arrival of your shipment, the ship’s agents noticed that case No. 5 was damaged and notified us. The number of articles in the case is correct according to the invoice but the following articles are broken:
As you will see in our survey report and of the ship’s agent’s, that these units are damaged and quite unsalable. Please send us replacements for the broken articles. We await your reply in due course.
Dear Sirs: Oct. 8, 1998
Thank you for informing us of the damaged shipment. Since the units were packed with the best of care, we can only assume that the cases were handled roughly. We therefore urge you to lodge your claim with the insurance company.
Gentlemen: Oct. 8, 1998
As soon as we got your letter, we got in touch with the packers and asked them to look into the matter. It appears that the fault lies with the packaging materials used. We have since corrected the mistakes. We apologize for the oversight, and are sending a new delivery immediately.
Dear Sirs: Nov. 30, 1998
It has come to our attention that your payment is one month overdue. The units ordered were delivered to you on September 26 and were invoiced on September 30. Payment is due on October 30. We look forward to seeing your remittance within a week.
(Noun) Advice; Notice; Information; Notification; Communication; A report; News; Intelligence; Message.
(Verb) (通知，告知) to communicate (a fact) to; to report (a fact) to...on; to apprise (a person) of; to let (a person) know; to acquaint (a person) with; to intimate (a fact) to; to send word; to send a message; to mail a notice; to write (a person) information; to give notice(预告); to break a news to(通知坏消息); to announce(宣布).
I inform you that I have now removed my factory to the above address.
Having established ourselves in this city, as merchants and general agents, we take the liberty of acquainting you of it, and solicit the preference of your order
We are pleased to inform you that our business will be turned into a limited company on May 1st.
Notice is hereby given that the annual general meeting of the shareholders of our company will be held at the Bankers' Club on Mar. 1.
By this we inform you that we have today paid Mr. R.S. $120.
Through these lines, we intimate you that they may send you considerable orders.
(Nouns) An answer; A reply; A response.
(Verbs) To answer; To reply; To give a reply; To give one's answer; To make an answer; To send an answer; To write in reply; To answer one's letter.
特此回信: Reply to; Answering to; In answer to; In reply to; In response to.
等候回信: To await an answer; To wait for an answer.
收到回信: To get an answer; To favor one with an answer; To get a letter answered.
A return envelope that requires no postage is enclosed for your convenience in replying.
Make out your check for $20, put it in the enclosed envelope, and start it on its way to us--now
A postcard is enclosed for your convenience in requesting further information.
Then send back the postcard and we'll gladly tell you--without a bit of obligation, of course.
We are certain that we are offering a sound article at popular price, and we should appreciate an opportunity to substantiate our claims
In answer to your favor of May 6, we inform you that we are unable to take the goods offered by you.
Answering/Replying to your letter/to your inquiry, we state that the market remains quiet.
Kindly excuse our not replying to your favor of the 8th May until today.
In response/reply to your letter of Jun. 8, I am pleased to say that Mr. Johnson is a man of trustworthy character.
We are glad to answer your inquiry concerning S. & Company
(Verb) To receive; To be in receipt of; To be to (at) hand; To come to hand; To be in possession of; To be favored with; To get; To have; To have before (a person); To make out a receipt( 开出收据); To acknowledge receipt( 告知收讫)
I acknowledge receipt of your letter of yesterday, and gratefully accept the appointment on the terms you mention.
Kindly acknowledge receipt, and have the goods sent by the last steamer in December
We duly received your favor of the 15th May, contents of which we note with thanks
We are in possession of your favor of the 6th June, and regret having to inform you that it is impossible for us to deliver the goods
Your favor of July 7 s at hand, and thank you for your order for: ...
Your favor of yesterday is duly received.
We have/duly received your letter of yesterday.
We received on the 1st May your valued favor dated 3rd April.
We have to own with thanks the receipt of your favor of 6th June.
We confirm our respects of the 3rd May, and inform you that your consignment has duly arrived.
I confirm the receipt of your shipment by m.s. "O", and now send you a cheque, valuing $550.
Confirming our letter of last week, we ask you to appoint an early interview with our representative.
Confirming ours of the 11th June, we now hand you enclosed B/L for 50 packages.
We confirm our respects of yesterday, and have the pleasure to inform you that we have drawn this day on you.
We have much pleasure in confirming herewith the order which you kindly placed with us yesterday.
Kindly let us have confirmation of these orders by telegraph tomorrow by 3 p.m.
In confirmation of my cable today, I regret to state that the factory was destroyed by fire last night.
Kindly give us an order sheet in confirmation of the message by telephone of this morning.
To have the pleasure to do; To have the pleasure of doing; To have pleasure to do; to have pleasure in (of) doing; To take (a) pleasure in doing (something); To take pleasure in doing (something); To be pleased to (with)(by); to be delighted at (in)(with); To be glad to (of)(about); To be rejoiced in (at).
We have the pleasure to inform you that we will forward by tomorrow's mail to the Bank five bonds of $500 each.
We have the pleasure to acknowledge your favor of yesterday advising 25 cases for Shanghai.
We have the pleasure of enclosing herewith the documents.
We have pleasure in forwarding you a cheque for $50,000.
I have much pleasure in confirming my verbal order of this morning.
We take pleasure in informing you that a parcel containing books and others has arrived for you from London.
I am glad that you have accepted my offer. I shall be glad if you will kindly give me a price for printing
We feel especially honored to be given this opportunity to meet such a nice group of distinguished people like you.
Today, we feel very much honored to have Prof. M. Wilson with us.
We enclose for realization drafts as per the list at foot.
Enclosed please find drafts drawn as follows:/ Enclosed you will find an invoice of 50 cases goods
Enclosed we hand you two Bills of Lading for the goods, per m.s. "Shizuoka Maru" to Hong Kong.
A stamped envelope is enclosed for reply. Enclosed we hand you an invoice, $5,000, for 10 cases goods.
Enclosed we hand you a draft, $100, drawn on your good selves by our Seattle house.
Kindly see the empty sacks are returned as promptly as possible.
The goods were at once dispatched by rail to your address.
Please give us forwarding instructions as soon as possible.
.Please deliver these goods immediately to the London dock.
On his suggestion, we take the liberty of offering our services for any commission which you wish to have executed here.
Referring to our conversation of this morning, we enclose a pamphlet describing our new articles
With reference to your letter of the 6th inst., we are glad to inform you that there has been a great demand for the articles.
With reference to our representative's call, we are pleased to say that we have obtained the receipt for the goods
In accordance with your letter of the 6th June, we are sending off by the Tokaido line the fifty cases
According to your order of the 20th ult., we have sent you 30 bales of raw cotton.
In compliance with your request to our Mr. J., we have pleasure in sending by separate post a sample of our 10s. 3-ply yarn
Agreeably to your request, we have sent you, through Messrs. Yamada & Co., 40 bales of cotton
I received in due course your letter of the 30th July.
The steamer will due in Yokohama on the morning of May.5.
The bill falls due on September 1.
We have duly received your valued favor of the 10th June.
通过铁路，邮政，轮船Per(=by, through) rail.(post, mail, steamer); Per pro.= by proxy由代理per pro., by proxy每年per annum, yearly每月per mensem, monthly每天per diem, daily每人per man, per capital(=per head); 每一个,每一件per piece每磅per lb.每一包per b.每一吨per ton每一码per yard每一瓶per bottle百分之xx per cent, xx percent, xx%
In reference to the interview our representative had with you, we offer to your goodselves our services as shipping-agents
We enclose you a statement of account, for which your remittance at your earliest convenience will oblige
We have received your favor of 19th May, and confirm our today's telegram as per the copy enclosed.
甚感遗憾，请包涵: To regret; To be sorry; To be chagrined; To be mortified; To be vexed; To regret to say; To be sorry to say; To one's regret; To feel a great regret for; To express regret; To be regretted; To be a matter for regret; To be regrettable; To be deplorable.
Meanwhile, I can only ask you to accept my apologies.
We are sorry to learn from your letter of the 10th May that your customer is still dissatisfied with the condition
We are sorry that we have taken the liberty in writing to you prematurely on the subject.
I am regretted to have to inform you that two cases of them are so bad in quality.
We regret to inform you that our premises at 15 R.C. were partly destroyed by fire yesterday afternoon
I learnt with regret of the failure of Messrs P.R. & Co
Please accept our apologies for the inconvenience this matter has given you.
We appreciate your telling us about the defective sets, and are glad to make things right.
While thanking you for your valued support, I wish to ask for a continuance of your confidence in the new company.
We take this opportunity to thank our patrons and friends for the liberal support extended to us during our business career.
We can confidently assert that any business with which you may favor us will be transacted in such a manner as will afford you the fullest satisfaction.
We are always pleased to serve you at any time.
We thank you for the opportunity to be of service to you.
In the meantime, please be assured of our most cordial good wishes and of our desire to be of service.
We wish to assure you that we appreciate an opportunity afforded us for service.
We are anxious to be able to serve you.
(Verb) To command; To order; To serve; To be at one's service; To render service to one; To do one a service; To be of service to one
Please send the following items to be shipped by way of express, and bill us. The order is contingent on the receiving terms of 2%-30days:
1 doz. linen handkerchiefs： $2.40
2 doz. assorted Orlon sport shirts : $72.00
TOTAL : $88.40.
贵公司8月12日的电传已经收到，现就有关黑色丝绸供货问题电复。自去年以来，上术货品的需求量极高。本公司暂未能承接定单，故无法按贵公司要求报价。他日一旦有新货源，本公司定当即时与贵公司联络。若贵客户需要其他丝绸货品，亦请告知。
Thank you for your order no.458 for tin plate sheets, which we received today. We regret that, owing to a shortage of stock, we are unable to fill your order. Moreover, our manufacturers cannot undertake to entertain your order for future delivery owing to the uncertain availability of raw materials. We will, however, contact you by telex once supply improves. In the meantime, please feel free to send us your specific enquiries for other types of metal sheets. You can be assured of our best attention at all times.
Please ship the following goods by motor freight as soon as possible, and charge them to our account:
15 lbs. bicarbonate of soda $4.50
4 Jr. Sewing Machines Model 3A
15 Fold-up Clothes Racks.
Thank you for your samples of striped coatings received today. Please make shipment in accordance with our Order No.2602 enclosed herewith.
We have received the above shipment ex SS Blue Seas and are pleased to inform you that we find the goods quite satisfactory. Since we believe we can sell additional quantities in this market, we wish to place with you a repeat order for 500 dozens of the same style and sizes. We would be grateful if you could arrange early shipment of this repeat order at we are in urgent need of the goods. If the goods are not available from stock, we would be grateful if you could advise us, with full particulars of the specifications, of replacement goods which can be whipped from stock.
We are pleased to acknowledge your letter of 6 March informing us that you are satisfied with our ladies tights shipped to you per SS Blue Seas. We also note that you wish to place a repeat order. We regret that we cannot at present entertain any new orders for Baletto ladies' tights owing to heavy orders. We are, however, keeping your order before us. As soon as we are in a position to accept new orders, we will contact you by telex. With regard to stock lines, we are enclosing a list you’re your information. Should you be interested in any of these, please let us know your requirements, stating quantity, style and sizes.
谢谢贵公司5月20日特别订货要求的来函。本公司遇有客户特别要求，如情况许可，亦乐意加工变换有关产品的用料或颜色。贵公司的要求经转达生产部经理作成本预算后，考虑到所需费用较贵公司所拟高出很多，因而未能照办，非常抱歉。现正联络其他厂商，研究是否能以合理价格达成要求。不日将有答复。承蒙查询加工事宜，谨致衰心谢意。如有其他要求，本公司乐意随时候命。即若未能效劳，亦当物色其他能胜任的商代办。
1) We are willing to establish trade relations with your company.
2) Please allow us to express our hope of opening an account with you.
3) This corporation is specialized in handling the import and export business in electronic products and wishes to enter into business relations with you.
2) Our company has been in this line of business for many years and enjoys high international prestige.
3) Our products are of very good quality and our firm is always regarded by our customers as the most reliable one.
1) Your name has been given by…and we like to inquire whether you are interested in these lines.
2) We are pleased to inform you that we have just marketed our newly-developed drilling machines.
3) We are pleased to get in touch with you for the supply of poster papers and other stationeries.
4) You will be interested to hear that we have just marketed our new product. If you are interested in our ply boards, please let us know with a specific inquiry.
5) Quotations and sample books will be airmailed to you upon receipt of your specific inquiry.
1) We are interested in your new product…and shall be pleased to have a catalog and price list.
2) We have seen your advertisement in The New York Times and should be glad to have your price lists and details of your terms.
3) We hear that you have put precision machine tools on the market and should be glad to have full details.
4) We should appreciate full particulars of your newly developed product. We should be obliged if you would send us patterns (or samples) and price lists of your reply.
1) We are enclosing herewith an inquiry sheet.
2) We have pleasures in sending you our catalogue, which gives full information about our various products.
3) We should be pleased to let you have samples to give a demonstration at your premises.
4) In order to give you some idea of various qualities of handicrafts we carry, we have pleasure in forwarding you by airmail one catalogue and a few sample books for your perusal.
1) You will find enclosed with this letter a sample of new….
2) Enclosed please find two copies of Purchase Contract No 3679248，which we trust will be found in order. Kindly sign and return one copy for our file.
3) We have pleasure in enclosing our file.
4) We confirm having purchased from you your SM-912A sewing machines. A confirmation order is enclosed for your reference.
1) We are anxious to contact some British firms with a view to acting as their selling agents.
2) We should be glad if you would consider our application to act as agents for the sale of your…
1) We are writing to invite quotations for the supply of stationery products.
2) Please let us have a quotation for the regular supply for Chinese cotton garments.
3) Kindly quote us your lowest prices for the goods listed below.
1) We find your quotation slightly higher than those we have received from other sources, and ask you to reduce your price to meet the competition.
2) We’re sorry to inform you that your price has been found uncompetitive, but we’re still interested in doing business if you can bring down your price to a level acceptable.
1) Having had your name and address from the Commercial Counselor's office of the Embassy of the People's Republic of China in Pakistan, we now avail ourselves of this opportunity to write to you and see if we can establish business relations by a start of some Practical transactions.
2) We have heard from China Council for the Promotion of International Trade that you are in the market for household /domestic Electric Appliances.
3) Your name has been recommended to us by the Chinese Consul stationed in your city as large exporters of domestic electrical appliances produced in Shanghai
4) From Jackson & Sons Co., we have obtained your name and address and understand that you are experienced / leading importers of LED. We have pleasure in offering you our newly-marketed LED series, of which we would appreciate your pushing the sale on your market./We learn from Jackson & Sons Co., that your firm specializes in LED, and would like to establish business relationship with you.
5) Through the courtesy of the Chinese Counselor of Detroit we have learned that you are one of the representative importers of lighting products.
6) Your name and address has been given to us by Messrs. J. Smith & Co., Inc., in New York, who has informed us that… /Your firm has been recommended to us by the Chamber of Commerce in Tokyo, Japan.
7) The. Citibank in your city has been kind enough to inform us that you are one of the leading importers (exporters) of serge and are interested in trading with China in these lines
8) We are given to understand that you are potential buyers of Chinese woolen cloth, which comes within the frame of our business activities.
9) Through your trade delegation that recently paid a visit to this country, we learned that you are well-established importers of blended fiber products and are writing to you in the hope of receiving your orders.
10) We are glad to send you this introductory letter, hoping that it will be the prelude to mutually beneficial relations between us.
11) We have the Pleasure to introduce ourselves to you with the hope that we may have an opportunity of cooperating with you in your business extension.
12) We take the liberty of writing to you with a view to building up business relations with your firm
14) As you may be well aware, we are a state-operated corporation handling such items as wool blankets in both import and export business.
15) As you are one of the leading importers in pillow cases, we have pleasure in contacting you in the hope of establishing business relations and rendering you assistance in a wide range of your requirements.
16) We understand that you are interested in both the import and export of shower curtains and it is on this subject that we wish to introduce ourselves in the hope of establishing mutually beneficial business relations between our two corporations.
17) The high reputation, which you are enjoying as camera importers, has rendered us desirous of entering into business relations with you. Accordingly, we introduce ourselves to you by sending you our catalogs and price-lists.
18) The commodities we are handling consist of the manufactures of the first-rate paper mills of this country, and so we are in a good position to serve your customers with the most reliable quality of the line you suggest.
19) Specializing in the export of Chinese Art & Craft Goods we express our desire to trade with you in this line/Our lines are mainly textiles and handicrafts/We have been in this line of business for years.
20) The purpose of this letter is to explore the possibilities of developing trade with you.
21) We are interested in the possibility of establishing sources of supply of crude oil from the People's Republic of China/We advise you to make use of our experience and special knowledge on trial.
22) We trust that our experience in foreign trade and intimate knowledge of international market conditions will entitle us to your confidence.
23) Being closely connected with reliable wholesalers here, we shall be able to do considerable import business with you. We are able to quote you very advantageous terms.
24) We are willing to enter into business relations with your firm on the basis of equality, mutual benefit and exchanging what one has for what one needs./We wish to establish friendly business relations with you to enjoy a share of mutually profitable business/We wish to enter into direct negotiation with you with a view to introducing your special lines in our market.
Rogers Chemical Supply Co.
We have obtained your name and address from Ariston Shoes, Milan, and we are writing to enquire whether you would be willing to establish business relations with us. We have been importers of shoes for many years. At present, we are interested in extending our range and would appreciate your catalogues and quotations. If your prices are competitive we would expect to transact a significant volume of business. We look forward to your early reply.
Thank your for your letter of the 16th of this month. We shall be glad to enter into business relations with your company. In compliance with your request, we are sending you, under separate cover, our latest catalogue and price list covering our export range. Payment should be made by irrevocable and confirmed letter of credit. Should you wish to place an order, please telex or fax us.
We would like to inform you that we act on a sole agency basis for a number of manufacturers. We specialize in finished cotton goods for the Middle Eastern market: Our activities cover all types of household linen. Until now, we have been working with your textiles department and our collaboration has proved to be mutually beneficial. Please refer to them for any information regarding our company. We are very interested in an exclusive arrangement with your factory for the promotion of your products in Bahrain. We look forward to your early reply.
Thank you for your letter of 1 September suggesting that we grant you a sole agency for our household linens. I regret to say that, at this stage, such an arrangement would be rather premature. We would, however, be willing to engage in a trial collaboration with your company to see how the arrangement works. It would be necessary for you to test the market for our products at your end. You would also have to build up a much larger turnover to justify a sole agency. We enclose price lists covering all the products you are interested in and look forward to hearing from you soon.
Thank you for your letter of 12 April proposing a sole agency for our office machines. We have examined our long and, I must say, mutually beneficial collaboration. We would be very pleased to entrust you with the sole agency for Bahrain. From our records, we are pleased to note that you have two service engineers who took training courses at our Milan factory. The sole agency will naturally be contingent on your maintaining qualified aftersales staff. We have drawn up a draft agreement that is enclosed. Please examine the detailed terms and conditions and let us know whether they meet with your approval. On a personal note, I must say that I am delighted that we are probably going to strengthen our relationship. I have very pleasant memories of my last visit to Bahrain when you entertained me so delightfully. I look forward to reciprocating on your next visit to Milan.
At the beginning of this month, I attended the Harrogate toy fair. While there, I had an interesting conversation with Mr. Douglas Gage of Edutoys plc about selecting an agency for our teaching aids. Douglas described your dynamic sales force and innovative approach to marketing. He attributed his own company's success to your excellent distribution network which has served him for several years. We need an organization like yours to launch our products in the UK. Our teaching aids cover the whole field of primary education in all subjects. Our patented ‘Matrix’ math apparatus is particularly successful. You may have reservations about American teaching aids suiting your market. This is not a problem since we have a complete range of British English versions. I enclose an illustrated catalogue of our British English editions for your information. Please let me have your reactions to the material. I shall be in London during the first two weeks of October. Perhaps we could arrange a meeting to discuss our proposal.
Thank you for your letter of 2 November. We are delighted to hear that you are too pleased with the refurbishment of your hotel. As you know, in our line of work we depend on good reports about our projects to win further business. Our clients always shop around and look for references before committing themselves. With your permission, we would like to use your hotel as a reference when we discuss similar refurbishments in the hotel industry. Would you agree to our suggesting that future clients should call you? It would also be most helpful if we could occasionally bring a client to look at your hotel. We would of course stay overnight at least. I'll call you next week to hear your reaction.
Thanks again for you kind words.
Many thanks for your letter and enclosures of 12 September. We were very interested to hear that you are looking for an UK distributor for your teaching aids. We would like to invite you to visit our booth No.46, at next month's London Toy Fair, at Earl's court, which starts on 2 October. If you would like to set up an appointment during non-exhibit hall hours please call me. I can then arrange for our senior staff to be present at the meeting.
We look forward to hearing from you.
惠请将有关西非进口公司的资信情况、商业经营情况告诉我们。该公司地址是：加纳阿克拉520号邮政信箱。请确信，我们对你们提供的所有资料都严加保密，你们不负有任何责任。
You are kindly requested to provide us with the information on credit and business operation of ×××Import Company. The company address is ×××.Please be convinced that all the materials you supply to us will be kept absolutely secret, for which you will not take any responsibilities.
Best Regards.
Subject: The London Trading Co, Ltd.
Since we are on the point of concluding an important business with the subject company, we’d like to know their financial standing and modes of business.
The reference they have given us is National Provincial Bank of London. Will you please be kind enough to approach the said bank for all possible information we require?
Any information you may furnish us with will be treated strictly in confidence.
We assure you of our reciprocating your courtesy at any time.
Dear Mrs. Jones May 12, 1999
Thank you for your request to be placed on our books as a charge customer. Your standing is such that we have placed you on our books immediately. However, our custom is to have two or more credit references in our files. Will you please send us the names of two or more stores with which you have charge accounts, along with the name of the bank in which you have a checking account?
We will proceed with your current order in the meantime.
关于贵公司1月15日电传收悉。兹通知，安德森有限公司由4人合伙经营，根基牢固，声望很高，估计有资本200万美元，贸易成就卓著，是此地最可靠的客户。我们认为，同他们建立帐户关系是可靠的。建议你公司满足他们首笔4620美元的赊贷。每季安全的赊贷金额至少为10000美元。
In reply to your telex of Jan. 15, we wish to inform you that Messrs Anderson & Co. is a cooperative firm of four, with sound basis and positive reputation. Its capital is around two million U.S. dollars, and has accomplished convincing turnouts. We thus consider it advisable to place the said company on your books. We suppose you meet its request for their initial credit of USD4620.The secure credit to them shall be no less than USD10000 per quarter.
A. 亚洲贸易公司写信告诉我们，他们是贵地缝纫机最大的进口商并想从我处购买上述商品。由于以前同该公司没有业务往来，如能将其信用状况、经营能力以及为何不再从原出口人处进货而转向我方进口的原因告诉我公司，将不胜感激。请相信，你们提供的所有情况我们将严守秘密.
B. 你公司10月5日第E―51号电传悉。
兹复，加纳阿克拉520号邮政信箱西非进出口公司成立于1960年，资本为50000美元，经营批发、零售业务。进口机械、工具、电器；出口兽皮、木材和其他加纳当地产品。我们相信，同该公司进行交易会令人满意，建议大宗交易用信用证方式收款为宜。
兹复，加纳阿克拉520号邮政信箱西非进出口公司成立于1960年，资本为50000美元，经营批发、零售业务。进口机械、工具、电器；出口兽皮、木材和其他加纳当地产品。我们相信，同该公司进行交易会令人满意，建议大宗交易用信用证方式收款为宜
Thank you for your order of June 1. We enclose a catalogue and price list. Meanwhile, we have also sent a catalogue of our range of tinned vegetables under separate cover, which we trust will reach you very soon. We are sorry, however, that our tinned fruit products are in great demand at the moment, since it is in the middle of summer, which is our busiest season for fruit. Because of this, tinned peaches and grapefruit are in short supply, and we cannot satisfy all our customers’ demands. In fact, our grapefruit products are almost out of supply. We can recommend apricots, which fortunately we have in stock at the moment. You may be interested to know that our new discounts for bulk purchase came into effect on June 1st.
We would be pleased to receive your order very soon.
非常感谢你和你的第392号订单。不幸的是，和其他供应商一样，自从你2年前向我们订购后，我们的价格已经上涨。这是由于原材料上涨所致。不过，你会高兴得知，我们已经决定按照老定价向你供应这批订货，因为你曾是我们的老客户。
Dear Mr. Henry,
Thank you very much for your order No.392. Unfortunately, in common with other suppliers, our prices have risen since you placed an order with us two years ago. This is due to the rising cost of raw materials. However, you will be pleased to learn that we have decided to supply your current order at the old price as you used to be our regular client. I will keep you abreast of the progress of your order.
( Ms. Addison Tanghal)
由于你们曾是我们的长期lasting客户，我们非常关心你们是对我们的产品不满意，还是对我们处理你们订货的方式不满意。如果你们遇到了一些同我们有关的问题，请你们填下一随函所附的回访卡，好吗？我们会及时留意你们的意见。
也许你们有兴趣知道，我们最近已被三家美国大厂商firms委任为代销商sales agent，负责在本国in our market的电脑销售。我们的货源中有各种一流的个人电脑，价格非常诱人at attractive prices。从所附的产品目录中你们会看到我们的价格大大低于,其他进口商than those of other importers。此外，我们的支付条件payment terms非常优惠。
Looking through our records we note with regret that we have not had the pleasure of an order from you since last October. As you were one of our regular clients, we are very much concerned if you have been dissatisfied either with our goods or with the way in which we have handled your orders. Would you please fill out the enclosed reply card if you have encountered some problems with us? We will give your comments immediate attention. We think you may be interested to know that we have recently been appointed agents for the sale in this country of the computers of three of the leading American manufacturers. Our stocks now include a wide range of first-class personal computers at very attractive prices. You will see from the catalogue enclosed that our prices are very much lower than those of other importers. In addition, we are offering very generous terms of payment. We look forward to the pleasure of your renewed order.
We understand from our trade contacts that your company has reestablished itself in Beirut and is once again trading successfully in your region. We would like to extend our congratulations and offer our very best wishes for your continued success. Before the war in Lebanon, our companies were involved in a large volume of trade in our textiles. We see from our records that you were among our best term customers. We very much hope that we can resume our mutually beneficial relationship now that peace has returned to Lebanon. Since we last traded, our lines have changed beyond recognition. While they reflect current European taste in fabrics, some of our designs are specifically targeted at the Middle Eastern market. As an initial step, I enclose our illustrated catalogue for your perusal. Should you wish to receive samples for closer inspection, we will be very happy to forward them. We look forward to hearing from you.
I enclose an illustrated supplement to our catalogue. It covers the latest designs which are now available from stock. We are most gratified that you have, for several yeas, included a selection of our products in your mail-order catalogues. The resulting sales have been very steady. We believe that you will find our new designs most attractive. They should get a very good reception in your market. Once you have had time to study the supplement, please let us know if you would like to take the matter further. We would be very happy to send samples to you for closer inspection. For your information, we are planning a range of classical English dinner services which should do well in the North American market. We will keep you informed on our progress and look forward to hearing from you.
随函寄奉配有插图的商品目录附页，介绍最新设计的产品。贵公司的邮购目录多年来收录本公司产品，产品销售成绩理想，特此致以深切谢意。最新设计的产品巧夺天工，定能吸引顾客选购。烦请参阅上述附页，需查看样本，请赐复，本公司乐意交劳。本公司现正设计一系列款式古典的英国餐具，适合北美市场需求。如感兴趣，亦请赐知。 愿进一步加强联系，并候复音。
现在您可以用漂亮的搪瓷器皿从事各种烹调——用同一件漂亮的器皿烹调和盛放食物。煮、煎、烤、烘，搪瓷器皿样样都行。如果您愿意，还可以在该器皿内冰冻食物。这些漂亮的器皿用制造导弹外壳的特殊材料制成，能够从冰箱内取出，放上火炉，再端上餐桌。您随后将它们放入洗碗机或者洗涤槽同其他碟子放在一起就行了。再也无须费神擦拭。
You can now do all your cooking in beautiful Ceramic Ware—cook and serve food in the same lovely dishes! Boil, fry, roast, bake—do it all in Ceramic Ware. Freeze food in the same dishes, if you wish. These beautiful utensils, made of the same amazing ceramic used in missile cones, can go from freezer to stove to table. You then slip them into the dishwasher or the sink with the other dishes. Never slave at scouring pans again.
Come see Ceramic Cookware Demonstrated in Big Stores Housewares Department Wednesday, Thursday, Friday April 10th, 11th, and 12th. Handle these Ceramic cook-and-serve pieces. Test and try them yourself. You’ll be impressed by their practical and beautiful design, and more important of all the surprisingly reasonable prices.
Thank you for your business. You are currently represented in our directory. This is the only directory of its kind which reaches all companies in the building and construction industry in the UK. Advertising in our directory was a wise move on your part. We are currently compiling a new edition of the directory which will be published in April 1995.The new edition will be expanded to include major manufacturers of plumbing equipment in the European Community. For proper coverage in the directory, you ought to appear in more than one category. If you do opt for a multiple listing, you will be able to buy space in additional categories at half price. You can be assured that the new edition will be on the desks of all the major decision makers in the building and hardware trades. Please complete the enclosed form and return it with the appropriate fee. Thanks again for your business.
衷心感谢惠顾。贵公司商号已刊登在本公司的商贸指南中。该指南乃唯一覆盖英国全部建筑公司的刊物，在此刊登广告确是明智之举。现下筹备1998年4月版 的贸易批南，新版会罗列欧洲贡同体的主要铅管业制造商。为达到出色的宣传效果，贵公司宜考虑在不同类别刊登广告。如蒙惠顾，除首个广告外，其余类别的广告将可获半价优惠。该指南将分送给所有建筑公司和五金器具公司主管。烦表填妥随附表格，连同广告费用一并寄回。 专此盼候佳音。
We have received your address from…a business acquaintance of ours in …who also informed us that you require a large amount of the items we manufacture.
Our stationery products are very well known in more than 8 European and other foreign countries. During the past 10 years, we have been able to constantly expand our export program. We are interested in gaining foothold in your country and offering our entire line of stationary items on the market.
In order to give you an idea of the capacity of our organization, we are enclosing our comprehensive illustrated brochure. We would be very pleased to receive an answer from you.
Sincerely yours.
很高兴随信寄去一份关于我方手提包的目录。众所周知，我方产品的质量很高，并得到了广泛的认可。我么非常自信，由我方供给贵方式订购的货物将证明其物有所值。为了推广这些产品，在本月内。所有目录价格有30%的折扣。我方将以不同寻常的优惠条件向贵方提供优质的商品，期盼早日收到贵方的订单。
我们和____交往多年,承他向我们推荐了贵公司。目前，我们专门从事____地区的贸易,但尚未与贵公司有贸易交往。由于我们对推销___感兴趣，故特致函，以求能早日与贵方建立直接的贸易关系。
谢谢贵公司5月7日来函，非常感谢____向你推荐了我们。承作为_____的出口商，你愿意与我们建立直接贸易关系，这恰巧与我们的愿望一致。 我们非常愉快地答复你对____所需要的资料。所附上的商品样车，将会给你提供一套完整的各种货物的详细说明和出售价格。
回顾去年贵我双方业务往来的记录，我们发现已很久未获贵公司的订单了。想来贵公司仍在经营我公司的商品，请告知最近贵方推销打算和意图为感。如果你们对我公司在订货方面有什么意见或建议，请予提出，以便慎重研究。你们必定乐于得悉我们的产品在工艺和包装方面都已做出了一系列的改进，现特邮寄若干贵公司过去订货的新型式样品。当你们收到后，将会发现这些新型式很符合贵方要求，并将导致贵我之间友好业务联系的恢复和发展。 希望得到你们积极的响应。
A. 我方有两种本地不同制造商生产的皮靴，品质价格均比日产皮靴有竞争力。请写一封推销信，盼对方早日订货。
B．我方生产的一种电动打字机6分钟即可完成口述、打字、装入信封等一系列工作。其打字速度可达每分钟80~140单词。请向客户写信推销此产品，并询问是否有机会带样品去演示。
We have your name and address from the Commercial Office of Chinese Embassy in Pakistan. We take this opportunity to write to you with a view to setting up friend business relations with you.
We are a state-owned company dealing specially with the export of tablecloth. We are in a position to accept orders according to the customer's samples. In the customer's samples, request about the assorted pattern, specification and package of the needed goods can be indicated particularly.
In order to give you a general idea of various kinds of the table-cloth we are handling, we are airmailing you under separate cover our latest catalogue for your reference. Please let us know immediately if you are interested in our products. We will send you our price list and sample to you as soon as we receive your specific inquiry.
Looking forward to your early reply, we are.
过去九年,我们从日本和德国进口家用电器.最近我们做了市场调查,现希望增加商品品种,特别希望从美国进口便携式VCD,DVD和投影机等新产品.
For the past 9 years, we have imported home appliances from Japan, and Germany. As we recently made a market survey, we wish to expand our present range of models, especially new products, such as portable VCD, DVD and projectors to be imported from the U.S.
Would you please send us a list of U.S. manufacturers likely to do business with us by NOV 30, 2001?
One of our clients has asked us to obtain a pro forma invoice for the following product: Lion Brand Nail clippers model 21 chrome-plated. Please send us your pro forma invoice in triplicate for 500 dozens of the above product as soon as possible so that we can get our client's confirmation. We will have no problem in obtaining the import license. As soon as this is approved, a letter of credit will be opened in your favor.
本公司客户要求获得下列产品的临时发票：狮牌21镀铬指甲钳500钉 现请贵公司尽快寄送一式三份的临时发票给我们以便取得该客户确认。申请进口许可证并无困难。此事一经同意，本公司将立即开以贵公司为受款人的信用证。
In response to your request, dated 14 July 1996, we have much pleasure in sending you our pro forma invoice in triplicate. For your information, our offers usually remain open for about a week.
Seeing that our nail clippers are selling very fast, we suggest that you act on the quotation without delay.
报盘/发盘是按照一定条件与对方达成交易、签订合同的一种肯定表示。构成一项法律上有效的发盘，必须具备报盘是指买卖双方的一方( 发盘人)向对方( 受盘人)提出各项交易的条件， 并愿下面四个条件：( 1)向一个或一个以上的人提出；( 2)表明承受约束的意旨；( 3)内容必须十分确定；( 4)送达受盘人。另外， 发盘是有有效期的。 发盘在被接受之前并不产生法律效力，可在一定条件下于任何时候被终止。拟制发盘函电的基础是"知已知彼"，心中有数，做到上进有确，策略得当，创造有利因素， 争取成交的主动权。
感谢你方11月10日有关永久牌自行车的询盘函。Thank you for your inquiry of Nov. 10, concerning our Permanent bicycles.
我们现出各种牌号的自行车，其中永久牌自行车与凤凰牌自行车最出名，这此产品在国外需求量大。因此，存货正迅速减少。我们的自行车不仅重量轻，而且因价格合理而受到欢迎。我们确信一旦你们试用了我们的自行车，就会大量续定。根据你方要求，我们现报价如下：We offer bicycles of assorted brands, of which Permanent and Phoenix are the most popular and enjoy great demand on overseas market and are rarely available from stock. Our bicycles are well received not only for their light weight but also for their reasonable prices. We are confident that once you try marketing our bicycles, large orders will follow. As proposed by you, we are now quoting on them as follows:
Delivery period: in January or February provided the buyer’s L/C reaches the seller before the end of this year
不言而喻，上述价格是CIF卡拉奇净价。请注意我们出口自行车一般不给佣金，如果每种规格自行车的定购数量超过1000辆，可给予5%的折扣。Needless to say, the above quotation is on net CIF Karachi. Please note that we do not offer commission for our export bicycles. Yet you may enjoy 5% discount for the quantity of over 1000 sets per order.
Thank you for your inquiry of July 14. We price ourselves on the superior quality of our products and would be confident that they will help you expand your market.
We are sending you separately a copy of our latest price list on CIF San Francisco basis together with an illustrated catalog for your reference. The shipment of the products could be made immediately upon receipt of a firm order.
Although the prices quoted are the lowest and leave us little margin of profit, we allow a special discount of 3% on the order of one thousand bicycles and over in order to secure your initial order.
We look forward to the opportunity of being of service to you soon.
我们欣悉贵方10月12日询价函。首先对您希望购买我方产品表示感谢。今天，一份配有有关插图的供出口的商品目录将旬日内寄往您处。我们认为，就颜色来说，必中您意，确系当前市场所流行。该货物设计美观、精巧，加之精湛的制作工艺，必将受到各类买主的欢迎。We are glad to receive your inquiry dated Oct. 12 and thank you for your interest in marketing our products. An illustrated catalogue is posted today to reach you in about ten days. We believe that in view of the colors, you will be quite satisfied as they are the most fashionable on the market. The items to be ordered will be much appreciated by the customers for their nice design and fine craftsmanship.
我方代表，____先生将于下周抵达纽约。他将非常愉快地携带我们手工制作的全套样品去贵处拜访。同时，我们已授权他与贵方商讨订货的付款方式，或就签订合同谈判。如蒙贵方给予协助，将不胜感荷。By the way, our representative, Mr. David Smith will be in New York next week and will be glad to visit you with the whole range of our manual samples. He is fully authorized to discuss the payment terms and other clauses for the contract for your order. We’d much appreciate your kind assistance during his visit.
谢谢你方10月2日寄来的1051号订单。然而，深为抱歉的是，我们不能依照两月前所报价格接受订单。目前，正如所知，原料价格大幅上涨。为弥补部分的亏损，迫于无奈，我们不得不将价格略作调整。现报最低价格如下：Thank you for your Order No. 1051 of Oct. 2. Yet rather unfortunately, we are unable to entertain your order as quoted two months ago. As you may have been informed, the raw materials are quite advanced in prices and we are therefore obliged to amend our quotation to partly beat such advances. We now quote as follows:
Please respond to confirm if we are supposed to execute your order according to the above quotation. Looking forward to hearing from you soon!
我们很高兴获悉贵公司殷切需购我们“百灵”牌纯丝印花绸，第AA号质量，即装。我们今天电复实盘如下：We are pleased to learn that you are in urgent need of our Larky pure silk prints in AA quality and will effect shipment immediately. We are now telexing you as follows.
你6月18日信实盘此间15日有效3000码质量第AA号每码12.4法国法郎上海空运离价最早7月交电传不可撤销信用证此实盘当以2006年6月27日前收到贵方答复有效。按你们要求，货物将空运，空运运费由你公司负担，有关信用证须用电传开来以利出运。
In response to your inquiry of June 18, our firm offer, valid for 15 days is made as: 3000 yards, quality Grade AA, at FOB Shanghai Franc 12.4/yard to be delivered by air. The earliest shipment date shall be in July. Please telex us your irrevocable sight L/C. This firm offer shall remain open to your confirmation until June 27, 2006. As you request, the goods will be aired at your costs and insured by you. Please telex the L/C so as to deliver the goods earlier.
想必贵公司已注意到羊毛价格的急剧上涨趋势，而且种种迹象表明这一趋势将持续下去。由于成本提高，我方亦不得不调高价格，详见所附之我公司第A18506号新的报价单。新价将自2005年3月1日，亦即自今日起两周后生效。为使双方业务顺利进行起见，我方已决定对于数量超过500卷且在下月底前送达 我公司的每一订单给以一项特殊折扣的优待。当然，这只是一种临时办法，以示照顾。相信贵公司定能理解，此次调高价格确系迫于市场变化。我方除此而外，别无他途。
We are now in receipt of your letter of Sept. 22, 2004, and are glad to learn that you find our equipment for plain glass suitable for your working conditions and are considering adopting them. As for the prices and payment terms, we hereby reply as follows
( 1)付款方式：我公司在出口贸易中公接受信用证付款，这是历来的习惯做法，贵公司大概早已知道。现贵公司既提出分期付款的要求，经考虑改为50%货款信用证在第一批货物付运时付清；余下50%分两期在运完毕后1年内末批货物时付清。
(1) Payment terms: Our practice for export is L/C and has always been so, as you have been informed already. As for your request of installment, after some careful consideration, we would propose 50% by L/C to be paid off when the first batch is delivered, and the 50% balance to be cleared in two lots when the last batch of the next year is delivered.
( 2)价格方面：我公司肯定地说，所报的价格是经过全面考虑仔细核算的，是符合目前市场水平的。我们在付款方式方面已作出如上让步，对贵公司已非常有利，所以，对贵方要求减价一事，我们实难照办。
(2) Prices: we can assure you that our quotation is based on comprehensive and serious calculation and is in conformity with the prevailing market conditions. As we have made great concession on payment terms in your favor, we are sorry not to be able to meet your ideas of price cut.
Please reconsider our proposal, and if no more amendments to other terms, please send us your order for us to draft the contract.
还盘是受盘人对发盘提出的条件不完全同意而提出添加、限制或其它更改的表示。还盘把当人的关系颠倒了过来，因还盘实质上是受盘人对发盘拒绝后，以发盘人的身份作出的一项新发盘。一项发盘经还盘后， 还盘人( 原受盘人)就成为这项新发盘的受盘人。原发盘的效力经还盘后终止。还盘函电的拟制，必须按照有关规则进行， 否则，就构不成一项新的有效发盘。
我们虽然赞赏你们自行车的质量，但价格太高不能接受请参阅89SP-754号销售确认书，按此销售书我方订购了相同牌号的自行车1000辆， 但价格比你方现报价格低10%，自从上次订购以来，原材料价格跌落很多， 这里你们自行的零售价也下跌了5%。接受你方现时的报价意味道着我们将有巨大亏损，更不用谈利润了。
Thank you for your letter about the offer for the captioned bicycles. Although we appreciate the quality of your bicycles, their price is too high to be acceptable. Referring to the enclosed Sales Confirmation No.89SP-754, you will find that we have ordered 1000 bicycles of the same brand as per the terms and conditions stipulated in that sales confirmation, but the price was 10% lower than your present price. Since we placed the last order, price for raw materials has been decreased considerably. Retailing price for your bicycles here has also been reduced by 5%. Accepting your present price will mean great loss to us, let alone profit. We would like to place repeat orders with you if you could reduce your price at least by 1.5%. Otherwise, we would have to shift to other suppliers for our similar request. We hope you take our suggestion into serious consideration and give us your reply as soon as possible.
因此，要求你方将价格减至与此相接近的水平，10月船期。至于核桃仁，我方递价为每公吨2500元。其它条款如贵方上次来函所述。请告核桃仁的 船期及包装情况。若同意我方上述递价，请速来电确认。
We are glad to learn from your letter of Aug. 20 that you are interested in an offer from us for 200 tons of apples for shipment to Shanghai.
We are making you, subject to your acceptance reaching us not later than Sept. 15, the following offer: 200 tons of Grade A California Apples CIF Shanghai USD125 per ton for shipment during November 1998. Other terms and conditions are same as usual.
As no direct steamer is available from here to Shanghai, the goods will have to be transshipped at Hong Kong. Please note that the additional cost is included in the quoted price.
For your information, of late there is a heavy demand for apples and such an increasing demand can only result in higher prices. However, you may profit by this advancing market if you act on the quotation immediately.
TO: ABC CO.
ATTN : Mr. Smith
Thank for your inquiry by fax of ________. We are pleased to quote you our best price with our terms as follows:
PAYMENT : BY T/T OR IRREVOCABLE AND CONFIRMED L/C AT SIGHT IN OUR FAVOR.
TERMS : FOB Wuhan.
DELIVERY: WITHIN______ DAYS AFTER THE RECEIPT OF YOUR ORDER.
Thanks & best regards.
XXXX CO., LTD.
This is to confirm your telex of 6 April1997, asking us to make you firm offers for rice and soybeans C&F Singapore. We telexed you this morning offering you 300 metric tons of polished rice at A$2,400 per metric ton, C&F Singapore, for shipment during July/August 1997.This offer is firm, subject to the receipt of your reply before 1 June 1997. Please note that we have quoted our most favorable price and are unable to entertain any counter offer. With regard to soybeans, we advise you that the few lots we have at present are under offer elsewhere. If, however, you were to make us a suitable offer, there is a possibility of our supplying them. As you know, of late, there has been a heavy demand for these commodities and this has resulted in increased prices. You may, however, take advantage of the strengthening market if you send an immediate reply.
1997年4月6日有关查询大米和大豆新加坡到岸价的电传已收悉。今日上午电传报价：精白米300公吨，每公吨成本加运费新加坡到岸价为2400澳元。于1997年7或8月装运。以上实价需由贵公司于1997年6月1日前回复确实。该报价为最优惠价，恕不能还价。本公司与客户正洽售一批大豆交易，若贵公司愿意报以适当买价，本公司乐意出售。近来该类产品需求热列，令价格上涨。请贵公司把握机会，尽早落实定单为盼。
This time last year you placed an order for type BS362 12-volt sealed batteries. This is a discontinued line for which we had no offer at the time. We now have a similar product on offer, Type CM233. lt occurs to us that you might be interested. A demonstrative leaflet is enclosed. We have a stock of 950 of Type CM233 which we are selling off at GB￡28 each. We can offer a quantity discount of up to 15%, but we are prepared to give 20% discount for an offer to buy the complete stock. We are giving you this opportunity in view of your previous order. We would appreciate a prompt reply, since we will put the offer out in the event of your not being interested.
去年此时贵公司所订购的BS362型号12伏密封电池，现已停止生产。现有同类型产品CN233，存货共950件，特惠价每件28英镑。贵公司如感兴趣，敬请参看随附之简介说明。大批订购可获八五折优惠，整批购入则可享八折特惠。为感谢贵公司以往惠顾，特此给予订购优惠。亟盼立即回复，如贵公司未欲订购，本公司亦能尽早另作安排。
We refer to our quotation of 4 September and our mail offer of 20 October regarding the supply of Flame cigarette lighters. We are prepared to keep our offer open until the end of this month. As this product is in great demand and the supply limited, we would recommend that you accept this offer as soon as possible.
关于火焰牌打火机的供应事宜，本公司曾于9月4日报价和于10月20日邮寄报盘。现特此通知，该报盘的有效期在本月底结束。该货品市场需求量极大，供货有限。宜从速接受该报价为荷。
We are in receipt of your letter of 31 July offering us 100 metric tons of polished rice at A$1,200 per metric ton on the usual terms. We regret to inform you that our buyers find your price much too high. We are informed that some lots of American origin have been sold here at a level about 30% lower than yours. We do not deny that the quality of Australian rice is slightly better but the difference in price should, in no case, be as large as 10%. To facilitate the transaction, we counter offer as follows, subject to your reply being received by us before 30 September 1996.100metric tons of polished rice, 1996 crop, at A$1,050 per metric ton CIF Singapore, other terms as per your letter of 31 July. As the market price is falling, we recommend your immediate acceptance
承蒙7月31日来函报盘100公吨精白米，以每公吨1200澳元和按一般条件交易，谨此致谢。然而，买主认为报价太高。本公司得悉本地现正出售的美国大米，价格较上述报盘约低30%。无可否认，澳洲大米品质较佳。然而，价格相差理应少于10%。为达成交易，现谨还价如下，并以1996年9月30日以前收到贵公司答复为实：1996年产精百米100公吨，每吨新加坡到岸价1050澳元，其余条件按贵公司7月31日来函为准有见市场价格不断下跌，拟请立即接受上述还价。
Thank you for your letter of 10 October. We are surprised to hear that you consider our price for tin plate sheets too high. Much as we would like to do business with you, we regret to say that we cannot entertain your counter offer. The price we have quoted is quite realistic. We would point out that we have received substantial orders from other sources at our level. If you could improve your offer, please let us know. Since supplies of this product are limited at the moment, we would ask you to act quickly. We assure you that any further enquiries from you will receive our prompt attention.
多谢10月10日来函。得悉贵公司认为锡片价格太高，颇感意外。本公司所报价钱相宜，其他客户皆大批订货。虽亟欲与贵公司达成交易，无奈未能接受贵公司的还价，实属遗憾。若蒙修改还盘条款，还请赐知。现时该产品供应有限，尚请从速采取行动。欢迎随时询价，以效微劳。
Thank you for your letter of 29 December 1995. We are disappointed to hear that our price for Flame cigarette lighters is too high for you to work on. You mention that Japanese goods are being offered to you at a price approximately 10% lower than that quoted by us .We accept what you say, but we are of the opinion that the quality of the other makes does not measure up to that of our products. Although we are keen to do business with you, we regret that we cannot accept your counter offer or even meet you half way. The best we can do is to reduce our previous quotation by 2%. We trust that this will meet with your approval. We look forward to hearing from you.
1995年12月29日来函收到，不胜感激。得知贵公司认为火焰牌打火机价格过高，无利可图，本公司极感遗憾。来函又提及日本同类货品报价较其低近10%。本公司认同来函的说法，然而，其他厂商的产品质量绝对不能与本公司的相提并论。虽然亟望与贵公司交易，但该还价较本公司报价相差极大，故未能接受贵公司定单。特此调整报价，降价2%，祈盼贵公司满意。谨候佳音。
Due to the rise in the world price of paper, from 1 April of next year, prices for our products are due to increase by 10% across the board. Since you are a valued customer of long standing, we wish to give you the opportunity to beat the price increases by ordering now at the current prices. In addition, we are willing to give you a discount of 5% on all orders of more than GB￡20，000.We are aware that you do not have sufficient warehousing for large quantities of reserve stock, we would be prepared to hold paper for you to be delivered at your convenience. There will be no charge for warehousing at this end. We believe that you will see the advantages of this arrangement, which will save you at least 15% on paper purchases in the coming year. We look forward to your early reply.
鉴于全球的纸张价格上升，自明年4月11日起，本公司中的货品价格将全面提升10%。本公司中万分感激贵公司长期以来的支持，特此建议在价格调整前提早订购货品。凡订购金额超过20，0000英镑，更可获得九五折优若未能腾出地方存放纸张，本公司中乐意免费提供存货服务，直至贵公司有所安排。此次减价特别优惠顾客，提早订购可减少来年购买纸张至少15%的支出。期待着你的复音。
We have been very pleased with your product. However, we find that we can obtain a price of $4.00 per hundred with a local firm. This is fifty cents per hundred lower than your price. If you can see your way clear to meeting these figures we would be pleased to place with you an order that will carry us for the rest of this year. That order is likely to be one of the largest that we have ever placed with you.
我们对你的产品一直都很满意。但我们发现，在当地一家公司可以得到每百个价格为4.00美元的这种产品，比你们每一百个的价格少50美分。如果你们能设法找出原因并使价格也达到这样的数字标准，我们就乐意向你们提出一项可以执行到本年底的订货。而且该项订货就可能是我们从来也没有向你们提出过的最大订货之一。
We are aware of the fact that your office equipment is among the best on the market. We realize that your materials are of the very highest quality and that you pay the highest wages in the field. Nevertheless, we would prefer handling lower quality goods if we could get a lower price. Our customers do not demand the standard of quality that you put into your equipment. If we are to continue doing business with you we must ask for a reduction in price in order that we may achieve a higher volume of sales. We shall wait for a price from you before we decide where to place our next order.
我们所知道的事实是，你们的办公设备是市场上最上等的。所采用的技术资料是最高级的，同时在本地区中你们所付出的工资也是最高的。然而，如果我们能够在价格上得点便宜，则宁可经营质量标准。假若需要和我们继续做买卖，就得要求你们价格减少7.5%，以使我们的销售额有所提高。在决定下次向哪里去订货以前，我们等待着你们在价格方面的回音。
We regret that it is not possible to accept the reduced price you offer. It was very kind of you to suggest meeting us half way, but this will not be enough to compensate for our increased overhead and advertising. Unless you see your way clear to grant us an additional reduction in price, we may have to discontinue our very pleasant arrangement with you. 非常感到抱歉，我们不能接受你们减价以后的报价。你们关于满足我们一半要求的建议很好。但这仍不足以弥补我们所增加的企业管理费和广告费。除非你们能够设法答应给我们进一步减价，否则，我们不得不中断我们之间很愉快的协议。
We enclose our new catalogue and price list. The revised prices will apply from 1 April 1997. You will see that there have been a number of changes in our product range. A number of improved models have been introduced. Our range of washing machines has been completely revamped. Many popular lines, however, have been retained unchanged. You will be aware that inflation is affecting industry as a whole. We have been affected like everyone else and some price increases have been unavoidable. We have not, however, increased our prices across the board, In many cases, there is a small price increase, but in others, none at all. We can assure you that the quality of our consumer durables has been maintained at a high standard and that our service will continue to be first class. We look forward to receiving your orders.
谨谢上新的商品目录和价格表。修订价格定于1997年4月1日起生效。产品系列有一大革新，增加了不少改良的型号，扒出一系列新款的洗衣机，但许多款的开动号仍保持不变。通货膨胀影响整个工业连带令货品价格上涨。虽然如此，本公司并未全面提升价格，调整幅度亦不大。本公司坚守一贯信念，务求出产优质之耐用消费品，迎合顾客的需要。 谢谢贵公司多年惠顾，盼继续合作.
This time last year you placed an order for Type BS362 12-volt sealed batteries. This is a discontinued line which we had on offer at the time. We now have a similar product on offer, Type CN233. It occurs to us that you might be interested. A descriptive leaflet is enclosed. We have a stock of 590 of Type CN233 which we are selling off at GB￡30 each. We can offer a quantity discount of up to 15%, but we are prepared to give 20% discount for an offer to buy the complete stock. We are giving you this opportunity in view of your previous order. We would appreciate a prompt reply, since we will put the offer out in the event of your not being interested. Yours faithfully, Tony Smith Chief Seller
接受是受盘人无条件地同意发盘人在发盘中提出的交易条件的肯定表示。构成法律上的一的项有效接受，其必备条件包括起来有以下四项：( 1)接受必须由特定的人作出；( 2)接受必须以某种方式明确表示出来；( 3)接受必须在发盘有效期内送达发盘人；( 4)接受必须与发盘相符。合同的成立，以受益人的接受为重要标志，拟写接受函电， 必须在核对无误的情况下，方可发出该接受函电，因为撤销一项已生效的接受， 无异于撤销一项已成产立的合同，而合是不得为一方当人擅自撤销的。
感谢你方1991年10月15日来信及你公司所附的目录及价格单。研究了这些册子后， 我们对你方产品的品质及规格很满意， 同时已知对于价值5万英镑的订单你方将给予5%的折扣。因此，我们现随函附上第6784号购货订单一份。订购一批你方的电子产品，金额为5300英镑。请即期装运此货， 因为我们急需。一俟得到你方对此订货的确认，我们将通知我方银行， 即上海分行开立以你方为受益人的， 不可撤销的信用信。
Thank you for your letter dated Oct 15 and catalogue and price list enclosed. We feel quite satisfied with the quality and specifications of your products after we studied these pamphlets. Meanwhile we also know from your letter that you will grant us 5% discount for the order amounting to 50000 pounds. We are enclosing herewith one copy of our Sales Confirmation No.6784 placing an order with you for your electronic products with the value totaling 53000 pounds. As we are in urgent need of these products, please make shipment of the goods immediately. As soon as we receive your confirmation on the order, we will inform our bank, Bank of China Shanghai branch, to open our confirmed irrevocable L/C in your favor.
You may find it interesting that there is a great demand for electronic products in our market. If your shipment is what we have been expecting, the subsequent orders will be in large quantities. Please pay your timely and great attention to this order.
We are looking forward to your early reply.
Thank you very much for your prompt response to our inquiry for your Bell Plastic Rope. Enclosed please find our formal order for 15000 yards of the rope. As we learn, you are available with ready goods. As we indicated in our first inquiry, the quality of the goods shall be the same as the sample that we returned to you, and the weight as well as the color of the insulating cotton shall also match the sample. Our order is given strictly on such conditions.
Dear Sirs, Re. order for coffee March 20, 2004
Quality: Your sample No. 3309
This order is based on the samples and prices you sent on February 5. Shipping instructions and the credit will be airmailed on receipt of your cable acceptance.
We trust that this will meet with your immediate and careful executing as usual.
To: China National Imp. & Exp. Corp. Shanghai, China Order No. 237
Packing: in cotton cloth bales.
Shipment: prompt shipment from Shanghai.
W. James (Signature) Secretary
For goods ordered we require payment to be made by a confirmed and irrevocable letter of credit payable at sight upon presentation of shipping documents. Please let us know immediately whether you agree to our terms. As soon as we receive your reply in the affirmative, we shall confirm supply of the prints at the prices stated in your letter and arrange for dispatch by the first available steamer upon receipt of your L/C.
When the goods reach you, we feel confident you will be completely satisfied with them----at the prices offered they represent exceptional value.
As you may not be aware of the wide range of goods we deal in, we are enclosing a copy of our catalogue and hope that our handling of this first order of yours will lead to further business between us and mark the beginning of a happy working relationship.
Dear sirs, Re: your order No. 237
We have booked your Order No. 237 for bed sheets and pillow cases and are sending your herewith our Sales Confirmation No. BP-103 in duplicate. Please sign and return one copy to us for our file.
It is understood ant a letter of credit in our favor covering the above-mentioned goods will be established immediately. We wish to point your that the stipulations in the relevant credit should strictly conform to the terms stated in the Sales Confirmation in order to avoid subsequent amendments. You may rest assured that we shall effect shipment with the least possible delay upon receipt of the credit.
We appreciated your co-operation and look forward to receiving your further orders.
谢谢你方1月20日关于100辆"飞鸽牌"轻便车的订单，然而我们遗憾地认为有必要将其暂时存档，以供将来参考，因为目前我方难以接受订单。这主要是国内外对我生产的自行车需求甚殷，特别是由于近来的能源危机，西欧买主的订货量不断增加。
Thank you for your order no,464 of 20 September. The models you selected from our showroom went out today under my personal supervision. The package is being aired to you on Swissair. The relevant documentation is enclosed. I enjoyed meeting you and hope that this order represents the beginning of a long and prosperous relationship between our companies. The next time you visit us, please let me know in advance so that I can arrange a lunch for you with our directors.
Dear Mr. White: ,; 10 January 2004
I appreciate your kindness in sparing your valuable time for me during my recent visit to London. It was indeed a rewarding and enjoyable meeting. I hope our cooperation in developing countries, particularly Puerto Rico, will bring about the desired results. Taking this opportunity, I would again like to thank you for what you have done for our organization and hope that you will continue to favor us with your generous support. I look forward to seeing you again soon.
1.Thank you for one of the most memorable days of my trip.
2. Thank you for one of the most enjoyable visits we have had in many months.
3. Thank you for one of the most memorable days of my trip.
4.Thank you for doing so much to make my trip to New York interesting/ pleasant/fruitful.
5.Thank you Please accept /I wish to express/my sincere/grateful/profound/ appreciation for contributing so much to the pleasure of our stay/for your generous hospitality.
6. I hope something will bring you to New York soon so that I can reciprocate your kindness/You must give me the chance to return your kindness when you visit here.
7. Thank you very much /ever so much/most sincerely/indeed/from the bottom of my heart. /a million / I sincerely /deeply/warmly/appreciate/ I am very sincerely /most/truly grateful to you /Many thanks for your kind and warm letter/ There is nothing more important / satisfying / gratifying to me than to receive one of your letters. /Your letters are so much fun /comfort / entertainment /company / Your most courteous/considerate/delightful) letter/I cannot tell you how much your letter delighted /relieved/ amused / enchanted me
8. I love the way you say /put things in your letters. You make even the smallest incident seem so interesting/important/charming/mysterious.
9. It was good/fine/charming/thoughtful of you... /It was nice/characteristically thoughtful/ more than kind of you...
10. At the outset, I want to thank you for your kindness to me and for your compliments.
11. Believe me, I am truly grateful for... /We were deeply touched by ...……/It is a hopeless definite/positive understatement to say that I am deeply grateful /We are indebted to you...
13.. It’s generous of you to take so much interest in my work/to give me so much of your time/to show me so much consideration .
14. I regret very much that I did not have an opportunity to thank you personally for ...
很高兴随信寄去一份关于我方手提包的目录。众所周知，我方产品的质量很高，并得到了广泛的认可。我么非常自信，由我方供给贵方式订购的货物将证明其物有所值。为了推广这些产品，在本月内。所有目录价格有30%的折扣。我方将以不同寻常的优惠条件向贵方提供优质的商品，期盼早日收到贵方的订单。 谨上
A. 我方有两种本地不同制造商生产的皮靴，品质价格均比日产皮靴有竞争力。请写一封推销信，盼对方早日订货。
B．我方生产的一种电动打字机6分钟即可完成口述、打字、装入信封等一系列工作。其打字速度可达每分钟80~140单词。请向客户写信推销此产品，并询问是否有机会带样品去演示。
We welcome your enquiry of 20th May and thank you for your interest in our products. A copy of our illustrated catalogue is being sent to you today, with samples of our products.
Mr. Lee, our overseas director, will be in London early next month and will be glad to call on you. He will have with him a wide range of our manufactures, and when you see them we think you will agree that the quality of the materials used, and the high standard of craftsmanship will appeal to the most selective buyers.
We manufacture a wide range of hand-made leather shoes in which we think you may be interested. They are fully illustrated in the catalogue and are of the same high quality as our gloves. Mr. Lee will be able to show you samples when he calls.
We hope the samples will reach you in good time and look forward to your order.
This is to confirm your telex of 16 January 2004, asking us to make you firm offers for rice and soybeans C&F Singapore.
We telexed you this morning offering you 300 metric tons of polished rice at A$2,400 per metric ton, C&F Singapore, for shipment during March/April 2004. This offer is firm, subject to the receipt of your reply before 10 February 2004.
Please note that we have quoted our most favorable price and are unable to entertain any counter offer.
With regard to soybeans, we advise you that the few lots we have at present are under offer elsewhere. If, however, you were to make us a suitable offer, there is a possibility of our supplying them. As you know, of late, it has been a heavy demand for these commodities and this has resulted in increased prices. You may, however, take advantage of the strengthening market if you send an immediate reply. Yours faithfully, Tony Smith Chief Seller
We thank you for your letter dated 15 Oct requesting us to describe the method of payment in our practice.
For exports, we usually adopt irrevocable L/C available by seller's documentary draft at sight. However, the payment can be made under credit, i.e. irrevocable L/C payable/available by the Seller's documentary drafts at some days after date of shipment, in order to help facilitate the Buyer's financing and expand mutual business. Sometimes, we will appropriately extend with discretion the modes of payment by adopting D/P or D/A to promote business transactions. We consider it advisable to make it clear that D/P or D/A is only accepted if the amount involved for each transaction is less than UDS1000 or its equivalent in RMB at conversion rate then prevailing. If the amount exceeds that figure, payment by L/C is required.
For imports, we usually make payment by L/C and adopt some other modes of payment such as immediate payment, deferred payment and payment by installment according to the different situations. We some times exploit foreign loans to import advanced technology and equipment.
The modes of payment mentioned above should be decided through negotiation between the two sides.
We would like to hear from you about the possibility of your importing any merchandise from us.
We have received your letter of Jan. 25 and noted your kind intention of pushing the sale of our Vacuum Flask in your country.
Although we are appreciative of your trial order for 100 dozen Vacuum Flasks, we regret that we are unable to consider your request for payment under D/A terms，the reason being that we generally ask for payment by L/C.
In consideration of the friendly relations between us, we are, as an exceptional case, prepared to accept payment for your trial order on D/P basis. In other words, we will draw on you a documentary draft at sight through our bank on collection basis.
We hope that the above payment terms will be acceptable to you and look forward to hearing from your soon.
We wish to inform you that the goods under S/C No. 2341 have been ready for quite some time. According to the stipulations in the foregoing sales confirmation, shipment is to be made during May/June. But much to our disappointment, we have so far not received your L/C though you promised to establish it immediately after the signing of the S/C. We must point out that unless your L/C reaches us by the end of this month, we shall not be able to effect shipment within the stipulated time. We shall be glad if you look into this urgent matter and let us have a reply without delay.
We shall shortly be making regular shipments of leather goods to Vancouver, Canada, by approved ships and shall be glad if you will issue an A.R. marine insurance policy for, say USD70.000 to cover these shipments from our warehouse at the above address to the port of destination.
All goods will be packed in wooden cases and dispatched by rail to Tianjin.
Dear Sirs.
According to the stipulations specified in L/C NO. 12354 established by our customer Messrs ABC with Hardson Co. Ltd., you are requested to cover insurance under the Open Policy of Cover Note No. IS7403 of the said firm granted by your goodselves or your Principals Messrs. Smith and Sons Ltd. Relating to the shipment of cargo as per our invoice No. ARG970212 herein enclosed, of which particulars are enumbered as follows
Kindly forward directly to the insured your Insurance Acknowledgement or send the same through your principals if you do not have their address in detail.
The Central Co., LTD.
Policy No. 3867
This is to certify that this company has insured on behalf of Far East Trading Co.,
The sum of Pounds Sterling Nine thousand Nine Hundred Only.
At and from Macao to London.
Ship or vessel: S.S. “Wing On”
In the event of damage, to be surveyed by Olive Surveyor Co. and claims payable at Macao.
This policy is issued in Duplicate at Macao on the 10 day of May in the year two thousand and four.
Policy No. 118749
This is to certify that this company has insured on behalf of China National Light Industrial Products Import and Export Corp., Shanghai Branch.
The sum of US dollars One Hundred Thousand Only.
Upon Five Thousand sets “Butterfly” Sewing Machines.
At & from Shanghai to New York.
Ship or vessel: S.S. “Fengqing”.
Covering All Risks.
In the event of damage, to be surveyed by Johnson Survey CO., and claims payable at Shanghai.
(4)Additional / Extraneous risks 附加险(附加险分为一般附加险和特殊附加险。一般附加险如TPND, Shortage, Leakage, Breakage等，特殊附加险如Failure Deliver Risk交货不到险, Import Duty Risk进口关税险, On Deck Risk舱面险, Rejection Risk拒收险 War Risk等)
(32) FREC=fire risk(extension clause for storage of cargo at destination Hong Kong, including Kowloon or Macau) 出口货物到香港( 包括九龙在内)或澳门存仓火险责任扩展条款
(16)livestock & poultry insurance clauses (by sea, land or air) 活牲畜、家禽的海上、陆上、航空保险条款
(17)…risks clauses of the P.I.C.C. subject to C.I.C.根据中国人民保险公司的保险条款投保……险
(18)marine insurance policies or certificates in negotiable form, for 110% full CIF invoice covering the risks of War & W.A. as per the People's Insurance Co. of China dated 1/1/1976. with extended cover up to Kuala Lumpur with claims payable in (at) Kuala Lumpur in the currency of draft (irrespective of percentage) 作为可议付格式的海运保险单或凭证按照到岸价的发票金额110%投保中国人民保险公司1976年1月1日的战争险和基本险，负责到吉隆坡为止。按照汇票所使用的货币在吉隆坡赔付( 无免赔率)
(19)insurance policy or certificate settling agent's name is to be indicated, any additional premium to cover uplift between 10 and 17% may be drawn in excess of the credit value 保险单或凭证须表明理赔代理人的名称，保险费如增加10-17%可在本证金额以外支付
(20)insurance policy (certificate) … Name of Assured to be showed: A.B.C. Co. Ltd. 保险单或凭证作成以A.B.C.有限公司为被保险人
(21)insurance policy or certificate covering W.A. (or F.P.A.) and war risks as per ocean marine cargo clause and ocean marine cargo war risk clauses of the People's Insurance Company of China dated 1/1/1981 保险单或凭证根据中国人民保险公司1981年1月1日的海洋运输货物保险条款和海洋运输货物战争险条款投保水渍险( 或平安险)和战争险
(22)insurance policy/certificate covering all war mines risks保险单/凭证投保一切险、战争险、地雷险( 注：mines解释为地雷，属于战争险的负责范围，可以接受)
(23)W.A. this insurance must be valid for period of 60 days after the discharge of goods 水渍险在货物卸船后60天有效
(24)in triplicate covering all risks and war risks including W.A. and breakage in excess of five per cent on the whole consignment and including W/W up to buyer's godown in Penang 投保一切险和战争险包括水渍险，破碎损失有5%绝对免赔率，按全部货物计算，包括仓至仓条款，负责到买方在槟城的仓库为止( 的保险单)一式三份
(25)insurance policy issued of endorsed to order … for the face value of invoice plus 10% covering including war with 15 days after arrival of goods at destination, only against FPA and T.P.N.D.按发票面值加10%投保战争险，货物到达目的地后15天有效，仅负责平安险和盗窃提货不着险的保险单开给或背书给……
(26)insurance policy or certificate issued by an insurance Co. with W.P.A. clause covering the merchandise for about 10% above the full invoice value including unlimited transshipment with claims payable at Singapore 由保险公司签发的保险单或凭证按发票总金额另加10%投保水渍险，包括非限定转船的损失，在新加坡赔付
(29)marine insurance policy including "both to blame" collision clauses and fully covering the shipment 海运保险单包括负责船舶互撞条款和全部货载
(31)covering overland transportation all risks as per overland transportation cargo insurance clauses (train, trucks) of the People's Insurance Company of China dated… 按照中国人民保险公司×年×月×日陆上运输货物保险条款( 火车、汽车)投保陆上运输一切险
(32)covering air transportation all risk as per air transportation cargo insurance clauses of P.I.C.C. 按照中国人民保险公司×年×月×日航空运输货物保险条款投保航空运输一切险
(33)insurance policy or certificate covering parcel post all risks including war risks as per parcel post insurance clauses and parcel post war risk insurance clauses of the People's Insurance Company of China dated… 保险单或凭证按照中国人民保险公司×年×月×日邮包保险条款和邮包战争险条款投保邮包一切险和邮包战争险
(34)covering all risks including war risks as per ocean marine cargo clauses and air transportation cargo insurance clauses and ocean marine cargo war risk clauses and air transportation cargo war risk clauses of the People's Insurance Company of China dated… 按照中国人民保险公司×年×月×日海洋运输货物保险条款和航空运输货物保险条款以及海洋运输货物战争险条款和航空运输货物战争险条款投保海空联运一切险和战争险
(35)covering all risks as per ocean marine cargo clauses and overland transportation cargo insurance clause (train, truck) of P.I.C.C. dated…按照中国人民保险公司×年×月×日海洋运输货物保险条款和陆上运输货物保险条款( 火车、汽车)投保海陆联运一切险
(36)covering all risks including war risks as per overland transportation cargo insurance clauses (train, truck) and air transportation cargo insurance clauses and air transportation cargo war risk clause and war clauses (for cargo transportation by rail) of the People's Insurance Company of China dated… 按照中国人民保险公司×年×月×日陆运货物保险条款( 火车、汽车)和空运货物保险条款以及空运货物战争险条款和铁路货运战争条款投保陆空陆联运一切险和战争险
(37)including shortage in weight in excess of 0.5%(with 0.5% franchise) on the whole consignment 包括短量损失有0.5%绝对免赔率( 0.5%相对免赔率)，按全部货物计算
(41)including damage by hooks, oils, muds and contact with other cargo(insured value) 包括钩损、油污、泥污以及和他物接触所致的损失( 以保险价值为限)
(42)including damage caused by rain fresh and/or water, internal combustion(total or partial loss) 包括淡水雨淋，自燃所致的损失( 包括全部或部分损失)
(43)including loss and/or damage caused by sea water, fresh-water, acid, grease 包括海水、淡水、酸蚀、油脂所致的损失
(44)including T.P.N.D. loss and/or damage caused by heat, ship's sweat and odor, hoop-rust, breakage of packing 包括偷窃提货不着，受热船舱发汗，串味，铁箍锈损，包装破裂所致的损失
(46)including damage due to rough handling during transit subject to C.T.C. 按照中国保险条款包括运输途中操作不当所致的损失
(47)including loss and/or damage from any external cause as per CIC按照中国保险条款包括外来原因所致的损失
(52)including 60 days after discharge of the goods at port of destination (or at station of destination) subject to C.T.C. 按照中国保险条款货物在目的港卸船( 或在目的地车站卸车)后60天为止
(53)including W.A. & risk of fire for 60 days in customs warehouse after discharge of the goods at port of destination subject to CIC 按照中国保险条款投保水渍险和火险，在目的港卸货后存入海关仓库60天为止
(54)this insurance must be valid for a period of 60 days after arrival of merchandise at inland destination 本保险扩展到货物到达内地的目的地后60天有效
(55)insurance policy or certificate covering F.P.A. including the risk of war and risks of S.R.C.C. as per I.C.C. dated…and institute war clauses dated…and institute S.R.C.C. clauses dated…按照×年×月×日伦敦保险学会条款和×年×月×日学会战争险条款以及×年×月×日学会罢工、暴动、民变险条款投保平安险、战争险和罢工、暴动、民变险
(56)the People's Insurance Company of China investment insurance (political risks) clauses 中国人民保险公司投资保险( 政治风险)条款
(58)the People's Insurance Company of China Erection all risks clauses 中国人民保险公司安装工程一切险条款
(59)the People's Insurance Company of China contractors all risks clauses中国人民保险公司建筑工程一切险条款
We thank you for your proposal of April 23, and wish to inform you that we have discussed the matter with our salesmen and some of our clients. The reasons are:
1) They fear that there will be more pilferage from goods placed in cartons than from goods packed in wooden cases, as it is easier to cut open such cartons.
2) They fear that the insurance company will say, in case of damage or pilferage, that the goods are not packed for ocean transportation and will not pay compensation for such losses.
3) They fear that if and when the goods are transshipped at Hamburg, the package will stand in the open on the wharf and, in heavy rain, be subject to damage, as the cartons will surely be soaked,
4) They fear that such cartons will be more easily broken, and the goods damaged through careless handling at the wharf; for example heavy wooden cases being piled on the cartons.
However, if you will guarantee, and state such guarantee in all your sales confirmations that you will pay compensation in all cases when the Buyer cannot get indemnification from the insurance company for the reason that the goods are not packed in seaworthy wooden cases, we are sure that our clients will have no objection to your packing the goods in cartons.
We look forward to your early reply.
你们订单中所述的包装是我们数年前采用的老式包装。此后，我们改进了包装，结果表明我们的客户对近几批货物完全满意。我们的雨衣产品现用塑料袋包装，然后装入纸盒内，十打装一箱，每箱毛重为30公斤左右。每一纸箱衬以塑料纸，全箱用铁箍加固，以防内装货物受潮及因粗暴搬运可能引起的损坏。我们的意见是由于使用了塑料袋包装，每件雨衣完全可陈列于商店的橱窗， 而且美观，这样定将有利于货物的销售。此外，改进的包装份量轻，因而容易搬运。
Referring to your fax Ref. 4051-3 dated May 8,1997, we take the pleasure of informing you that we are trying best to arrange the 4000M/T of Bond. As you may know, 2000 M/T cargo size will increase the difficulty in chartering vessel and ocean freight rate. Moreover, the supplier refuses to participate only 2000 M/T. He insists on 4000M/T. Otherwise, he will find another partner. Please note the importance and try to solve the problem.
As regards the 400M/T of Red Beans, we should like to know how many discharging ports are to be used. This will affect the ocean freight.
As requested in your fax, we will arrange fumigation at the loading port even though fumigation is really expensive. So please endeavor to eliminate fumigation at the discharging port. (Remark: your last advice of fumigation expense is USD19 per 20 M/T). It does not make sense that we have the goods treated here and then you have them smoked and steamed repeatedly.
Sub: Contract No. 10829 Covering 20 Metric Tons Steel Sheets
We regret to the time of writing that we have not learned anything from you about the order in question. As you know, this contract is for March/April shipment and we should have received your shipment advice by the end of April.
No doubt there must have been some reason for the delay in shipping and to cover this contingency we cabled you that we were extending the L/C. The credit has been arranged to cover shipment until the end of May and we feel sure we shall soon be hearing from you about this business.
We are in receipt of your message of March 28 from which we understand that you have booked our order for three Model C6160A-3 lathes. Our confirmation of order will be forwarded to you in a few days.
Since the purchase is made on FOB basis, you are to ship the goods from Liverpool on a steamer to be designated by us. As soon as the shipping space is booked, we shall advise you of the name of the steamer, on which the goods are to go forward. For further instructions, please contact our forwarder, ABC Company, Liverpool, who has hitherto taken care of shipment from you.
As some parts of the machines are susceptible to shock, the machines must be packed in seaworthy cases capable of withstanding rough handling. The bright metal parts should be protected from water and dampness in transit by a coating of slashing compound that will keep out dampness, but will not liquefy and run off under changing weather conditions.
We trust that the above instructions are clear to you and that the shipment will give the users entire satisfaction.
We are pleased to inform you that the following three orders were shipped on board the M.V. Flying Cloud on the 15 of April just as previously arranged.
Order No. A-10981
Order No. D-10983
Order No. F-10988
Copies of the relative shipping documents are enclosed.
索赔函电，产生于对外贸易的业务活动之中。解决争议，达成索理赔议，须经双方平等协商，从而理顺贸易关系，解决业务纠纷，建立国际贸易新秩序，创造良好的国际贸易环境，促进世界范围的经贸事业繁荣发展。对于索理赔函电的拟写，索赔方要实事求是，据理力争；理赔方要澄清事实，分辨是非。这样就有利于纠纷的妥善解决。反之，双方措辞激烈，剑拔弩张，咄咄逼人，或非分奢望，或赖帐狡辩，都不仅无助纠纷的解决，最终很可能会适得其反。
1500 cartons of canned mushroom under the contract No. FA1770854 have been shipped to Anterwep by "YONGFENG" steamer on 10th Sept. When we take the delivery, 145 cartons have been found missing. We were told by the shipping company that only 1355 cartons had been shipped on the steamer. Because the weight is short in large quantities, please make up a deficiency of 145 cartons of the missing goods when you deliver the last three items. You are kindly requested to check whether these 1500 cartons of mushroom were loaded on ship in whole at the port of shipment.
Please reply by cable.
我公司3月30日第45862号订单项下1000支笔，质量很差。有的有缺陷，有的写字时漏水，还有一些，写字时在纸上留下污渍。许多顾客要求换货或退款。因此，我们要求把没有售出的420支退还你公司，或者用以前向你们订过的那种质量好的笔替换。请尽快答复。
你方9月15日电悉。第FA1770854号销售确认书项下由"永丰"轮承运的1500箱蘑菇罐头，对丢失145箱深表遗憾。按照出具给我们的提单记载，1500箱在装运港已全部装船，因此，我们对损失不负责任。按提单条款规定，轮船公司对在卸货港短卸货物负有责任。有鉴于此，我们建议你公司立即向他们提出索赔。待此案了结后，请立即电传通知我公司。
We acknowledge receipt of your telex of Sept. 16, concerning the 1500 cartons Canned Mushroom under S/C No. 1945 carried by M.V Yingfeng and feel much regretful to learn that 145 cartons of the shipment are missing.
Much as we are eager to help you straighten out the matter, however, we wish to inform you that we are not the party to blame. According to the B/L issued to us by the shipping company the 1500 cartons have all been loaded on the carrying vessel.
In accordance with the clauses on the back of the B/L, the shipping company is responsible for any cargo short landed at the port of discharge. In view of this, we suggest you lodge your claim with the shipping company immediately.
Please let us know by cable as soon as the case has been settled satisfactorily. We assure you of our close cooperation in helping settle this case, and will comply with your instruction wholeheartedly.
你公司5月5日电悉。对于你们的投诉，我们已引起注意，并将尽力避免再次发生。450支笔不久即发往你公司，替换尚未售出的420支，并请将其退还我公司，运费即付，其中多余的30支，免费提供，以备将来更换时用。
We are sorry to learn from your letter dated 27 June that some cases of shirts under Order No 3268 delivered per s.s. Maria reached you in a damaged state and fifty-three pieces of shirts contained in Cases No. 4 and 7 were found missing. We can confirm at once that when the goods left our warehouse each of these cases contained the full quantity of four hundred shirts. The cases were in good order when they were loaded on board the ship and in support of this we hold the carrier’s clean receipt.
The responsibility for the losses may rest with the shipping company and we suggest you yourselves make the claim for the compensation. We are, of course, quite willing to support your claim by placing our documents at your disposal. We are arranging to replace the fifty-three missing shirts as requested but will have to charge them to your account.
On 14 November I submitted a bill for services rendered to your office at the Lille International Exposition. More than a month has now elapsed without payment or acknowledgment of my bill. Please check this oversight, and remit payment at your earliest convenience. I look forward to future services to your corporation. Thank you for your prompt attention to this matter.
Bills of lading, the document invented by European merchant, has become the basis of international trade and shipping by hundreds of years’ practice, customs and improvements.
PARCEL POST RECEIPT (邮包收据).
Master/Captain’s Receipt (船长收据).
Thank you for your cooperation in executing our Purchase Contract No. SZ8911028. As requested, we are now establishing the L/C in your favor in accordance with the said purchase contract In respect of the B/L, we now propose the L/C include the following terms:
“Bill of lading claused, on the face of it, to the effect that the shipping company / carrier/ master or their agent has the option to deliver the goods without surrender of an original bill of lading, or without verification of the genuineness of the bill of lading or solely on proof of the consignee’s identity or any other clause of similar effect is not acceptable.”
You may find this clause applicable and beneficial to us both parties. Please consider it and grant us your confirmation on or before Sept 15, after which we may not be held responsible for the delay in establishing the L/C.
Your favor of Sept 3 is received with gratitude. We sincerely appreciate your consideration. Yet we find the diction of the B/L clause ambiguous and may lead to misunderstanding, and thus request you to amend it as follows:
“Bill of lading claused, on the face of it, to exclude clauses (or any other clause(s) of similar effect) that the shipping company / carrier/ master or their agent has option to deliver the goods without surrender of an original bill of lading, or without verification of the genuineness of the bill of lading or solely on proof of the consignee’s identity,”
You may find such statement more distinct and precise.
Please establish the L/C to this effect, and without further delay.
Thank you for your inquiry into our service terms. To optimize our cooperation, we now offer B/L clauses as below for your consideration and options:
A. Essential Items:
(1) Description of the goods，marks and numbers (if thus requested by the shipper)，number of packages or pieces，weight or quantity, and a statement, if applicable, as to the dangerous nature of the goods.
( 6)Port of loading and the date on which the good were taken over by the carrier at that port;
( 7)Port of discharge；
( 8)Place where the goods were taken over and the place where the goods are to be delivered in case of a multimodal transport bill of lading；
( 9)Date and place of issue of the bill of loading and the number of originals issued；
B. Optional Clauses (This part is kept open to the client’s extraneous clauses)
On the reverse of the B/L, we offer the common regulations and clauses in compliance with relative international conventions. Details are enclosed under separate pages.
We hope and believe you will find these clauses sufficient and acceptable. Should any other clauses be demanded, we will consider them and try our best to meet your ideas.
We are now applying for the L/C in your favor for the present deal of cotton bed sheets. All clauses in the L/C will be in compliance with the captioned order. But for the B/L, we mean the consignee to be issued in our honor, as will facilitate the transaction and the receipt of the goods.
If no other proposal is received from you by Oct 12, we will issue the L/C to this effect, and will not entertain any further amendment to the L/C.
Please offer your comments.
1、full set clean on board ocean bill of lading issued to order, blank endorsed, marked freight payable at destination notify ABC company and showing invoice value，unit price，trade terms，contract number and L/C number unacceptable.
3、full set clean on board port to port bill of lading，made to the order and blank endorsed to our order ，marked freight prepaid dated not later than the latest date of shipment nor prior to the date of this credit. Plus three non-negotiable copies
全套港至港清洁已装船提单，空白抬头并背书给开证行，注明运费预付，日期不迟于最迟装运日期，也不得早于开证日期，加上3 份不议付的副本。
4、full set of clean on board marine bills of lading, made out to order of ABC company, Rotterdam, Netherlands, marked freight prepaid notify applicant.
整套已装船海运提单，做成以荷兰ABC公司指示的抬头，注明运费预付，通知开证人
6、full set clean on board ocean bill of lading, made out to the order and blank endorsed, evidencing shipment from shanghai to New York port not later than April 05 2004,marked freight prepaid and notify to the applicant.
整套清洁海运提单，空白抬头并空白背书，从上海港装运到纽约港，不迟于2004年4月5日，标明运费预付，并通知开证人。
7、 2/3 set of clean on board ocean bills of lading made out to order of shipper and blank endorsed and marked freight prepaid and notify Sumitomo Corporation Osaka.
2/3已装船清洁海运提单，做成抬运人指示抬头,空白背书,标明运费预付, 通知 Sumitomo 公司
8、full set of clean on board marine bill of lading made out to order of overseas union bank ltd notify applicant and marked freight prepaid.
整套已装船清洁海运提单，做成海外联合银行指示的抬头，通知开证人并注明运费预付。
9、full set of clean on board marine bills of lading consigned to order blank endorsed marked freight prepaid and claused notify applicant.
整套已装船海运提单，收货人空白抬头，注明运费已预付，并通知开证人。
10、full set of clean on board ocean bills of lading to order of ABC bank marked freight prepaid plus two non-negotiable copied notify applicant.
11、full set of clean shipped on board marine bill of lading，made out to our order，marked freight prepaid，notify opener，indicating L/C No. and s/S/C No.，received for shipment B/L not acceptable。
全套清洁已装船海运提单，做成以开证行指示的抬头，注明运费预付，通知开证人，并标明信用证号码和合同号码，不接受备运提单
12..full set shipping (company's) clean on board bill(s) of lading marked "Freight Prepaid" to order of shipper endorsed to … Bank, notifying buyers 全套装船( 公司的)洁净已装船提单应注明“运费付讫”，作为以装船人指示为抬头、背书给……银行，通知买方
13. bills of lading made out in negotiable form 作成可议付形式的提单
14. clean shipped on board ocean bills of lading to order and endorsed in blank marked "Freight Prepaid" notify: importer(openers, accountee) 洁净已装船的提单空白抬头并空白背书，注明“运费付讫”，通知进口人( 开证人)
15. full set of clean "on board" bills of lading/cargo receipt made out to our order/to order and endorsed in blank notify buyers M/S … Co. calling for shipment from China to Hamburg marked "Freight prepaid" / "Freight Payable at Destination" 全套洁净“已装船”提单/货运收据作成以我( 行)为抬头/空白抬头，空白背书，通知买方……公司，要求货物字中国运往汉堡，注明“运费付讫”/“运费在目的港付”
16. bills of lading issued in the name of…提单以……为抬头
6.bills of lading must be dated not before the date of this credit and not later than Aug. 15, 1977 提单日期不得早于本证的日期，也不得迟于1977年8月15日
17. bill of lading marked notify: buyer,” Freight Prepaid” Liner terms” received for shipment” B/L not acceptable提单注明通知买方，“运费预付”按“班轮条件”，“备运提单”不接受
18. non-negotiable copy of bills of lading 不可议付的提单副本
Arbitration is an essential part of any contract or agreement, as all parties concerned shall be prepared for possible disputes. Usually the arbitration clause shall specify the following contents:
(1) In case of any disputes in the interpretation and/or execution of the relative contract or agreement, the case shall be settled amicably through friendly consultation; or the scope of the arbitration shall be sufficiently stipulated;
(2) In case no settlement or agreement can be reached through friendly consultation, the case shall be submitted for arbitration;
(3) A specific arbitration tribunal shall be appointed and the location of arbitration as well as the provisions for the arbitration shall be accurately stipulated;
(4) The award of the arbitration party(ies) shall be final and binding upon all parties concerned.
It's up to the parties concerned to negotiate and decide the details of arbitration. Sometimes the arbitration is to be carried out at the seller’s end or sometimes at the buyer’s end or even in a third country. Sometimes, an arbitration party is to settle all disputes in an agreement or contract, and sometimes different parts of the contract/agreement calls for arbitration by different arbitration parties in accordance with different provisions and at different locations. One standard arbitration clause practiced by most Chinese corporations and enterprises reads:
“Any disputes arising from the execution of or in connection with this contract shall be settled amicably through friendly consultation. In case no settlement can be reached through consultation, the dispute shall be submitted to the Foreign Economic and Trade Arbitration Commission of the China Council for the Promotion of International Trade, Beijing for arbitration in accordance with its Provisional Rules of Procedure. The arbitration is final and binding upon both parties.”
To make our purchase contract more applicable and punctual, we would like to add some clauses on arbitration. If you agree, we would like to submit any disputes that cannot be settled by ourselves to be settled by the Hong Kong Commercial Association. The clause reads as:
Arbitration: Any dispute or disagreement arising in connection with the interpretation of this agreement or the performance or non-performance thereof, shall be settled between Party A and Party B with mutual cooperation in good faith. All claims which cannot be amicably settled between Party A and Party B shall be submitted to arbitration in Hong Kong, in accordance with the rules of the Hong Kong Commercial Association. The award shall be final and binding upon both parties concerned.
Please consider it and offer us your positive comments at your soonest convenience.
Best wishes!
Faithfully Yours
Specimen 2: Proposal for new arbitration body
Dear sirs,
We have received your message proposing arbitration clauses to the purchase contract. We feel greatly regretful that we cannot consent to your idea of settling the disputes at Stockholm Chamber of Commerce in Sweden. We believe the case might well be settled in either your country or in China as we have sufficient faith in each other’s arbitration parties. So, it’s not necessary to employ an arbitration party from a third party.
As you may have learned, the Foreign Economic and Trade Arbitration Commission of the China Council for the Promotion of International Trade, Beijing has always enjoyed high prestige for its justifiable provisional rules and convincing awards. So we would like to propose arbitration by this party. May this meet your ideas and prove beneficial to us both.
Looking forward to your prompt response!
Faithfully Yours
Specimen 3: Choice of arbitration parties
Dear Sir or Madam:
Thank you for your message of Oct 2 concerning the arbitration clauses. As the Chinese saying goes, ‘Preparedness averts peril.’Such clauses are of prime importance. We would like to propose three modes for your choice.
Mode A: For disputes concerning the technological clauses and other items concerning your intellectual properties, the case shall be submitted for arbitration in Italy to be settled by the Italian International Chamber of Commerce in accordance with its provisional rules of procedure. For disputes other than above mentioned, the disputes shall be submitted to the Foreign Economic and Trade Arbitration Commission of the China Council for the Promotion of International Trade, Beijing for arbitration in accordance with its Provisional Rules of Procedure.
Mode B: In case no settlement can be reached through consultation, the disputes shall be submitted for arbitration. The location of arbitration shall be in the country of the defendant. If in China, the arbitration shall be conducted by the Foreign Economic and Trade Arbitration Commission of the China Council for the Promotion of International Trade, Beijing for arbitration in accordance with its Provisional Rules of Procedure; if in Italy, the arbitration shall be conducted by the Italian International Chamber of Commerce in accordance with its provisional rules of procedure.
Mode C: In case no settlement can be reached through consultation, the dispute shall be referred to the Foreign Economic and Trade Arbitration Commission of the China Council for the Promotion of International Trade, Beijing for conciliation. If conciliation fails, the dispute shall be submitted to xxxxxxx arbitration body in xxx country for arbitration in accordance with its arbitration rules of procedure.
In any mode, the award of the chosen arbitration body is final and binding upon both parties.
We would strongly recommend Mode A, as we consider this the most applicable mode. Yet you may work out a combined mode for our consideration.
Looking forward to your prompt reply!
Truly Yours
5.7 Practice on packing, shipment, insurance and arbitration
1) Translate the following into Chinese
A. Dear sirs,
We are very anxious to know about the shipment of our order for 6000 metric tons of cotton.
As the contracted time of delivery is rapidly falling due, it is imperative that we hear from you without any further delay. We recall that we stated explicitly at the outset the importance of punctual execution of this order and cannot help feeling surprised at your silence about our cable inquiry of the 6th November, copy of which is enclosed.
We are in urgent need of these goods and have to request you to execute the order within the time stipulated.
Yours Truly
Tony Geferald
B. Dear Sirs,
Ref: Your Order No. 9281----per S/S Eastern Star
The goods of the above order have now been shipped by the named vessel, sailing tomorrow from the port of London to Sydney.
We are waiting for the Bs/L from the ship-owners’s and they will be airmailed to you on consecutive airmail days, with the invoice and insurance certificate, in accordance with our usual procedure.
Yours Faithfully
C. Dear Sirs,
Please quote your rate for all-risks open policy for USD 25,000.00 to cover shipment of general merchandise by Far East shipping Line from Hong Kong and Singapore to Atlantic ports in Canada and the United States.
As shipments are due to begin on 14th March, please let us have your quotation by return.
Yours Faithfully
D. Dear Sirs,
Please cover for us the following goods with Particular Average for the sum of USD14,650:
300 metric tons of rice
500 metric tons of maize
These goods are now lying at No. 16 Dock, Hong Kong waiting to be shipped by S.S. Red Star, due to leave for Singapore on 16th Oct.
We require immediate cover as far as Singapore and shall be glad if you let us have the policy as soon as it is ready. In the meantime please confirm that you hold the consignment covered.
Yours Faithfully
2) Draft messages according to the following
A． 我方按期经由国际航运公司的客货班轮运送瓶装啤酒到新加坡。请致函保险公司询问 1)能否为这些船货签发综合险保险单 2)若我方按月付运，能否享受特惠保率。
B． 我方接对方4月16日CIF报价。因中国人民保险公司的保险比对方所在国低，因此请对方报CFR 价。
C．写信告知对方我方装船要求，1900对手套1999年1月10日在上海装“太阳号”轮，当年2月14日抵汉堡，每打手套装一盒。每50盒装适合海运的木箱共三箱。
D．写一份装船通知，告知对方9812号订单货已装“东方之星”轮明日离伦敦驶往悉尼。我方正等待船主的提单。提单发票和保单将会陆续寄到。
E．写信告知对方，由于我方发生洪水，交货期需延迟到10月底。另外，对下一订单所订的1000台电动缝纫机，希望考虑将付款方式改为信用证，因为金额较大，工厂方面对我方有额外要求，对此情况，希望对方谅解并配合。
F. 对方来函提出合同的仲裁地点选在被告方所在地国，并由其国内相关仲裁机构执行仲裁，我方认为不妥，因为该项业务的主要部分在中国，所以建议仲裁在中国执行，由中国国际贸易促进委员会对外经济贸易仲裁委员会按其仲裁程序进行。而且，该仲裁委员会一直以仲裁程序规范，重事实，讲道理，仲裁结果合理合法而享誉国际仲裁界，相信它能给双方作出不偏不倚的裁决。
第六讲 商贸实战例文Specimen in Practical Business Communications
Apart from the correspondences discussed in the previous three lectures, some more complicated correspondence is required in practical business operation which demands elastic manipulations. The following messages have been taken from the practical operations in some companies. Far from offering any criteria for uniform positions in our business correspondence, the requests from customers and the replies thereof are meant for readers of this book to get better acquainted with the actual situations in our future potential business career. To maintain the true version, even some of the spelling and/or grammatical mistakes and the printing problems have been directly quoted, as we cannot expect non-English customers to write messages in standard English and it is also a special requirement of majors in business English to understand non-standard English from writers of assorted cultural background, just as in the case of BEC tests. As for the technological problems concerned, it’s none of our business here.
6.1. Messages from customers
Specimen 1
Dear Ke ,
Many thanks for your much awaited email. I have almost given up the hope. Any way please note that prices Quoted at the fair was much lower. In this context please send revised prices please also give detailed confirmation of the machine specification
1. CNC Lathe CK 320D with 6 turret, Hydraulic Chuck (Taiwan), and tailstock, Ball Screw ( please mentioned brand ), GSK Servo motors, GSK Controller 980 TD with Hand Wheel, main spindle motor ( Brand, origin), inverter for spindle ( Brand, origin), Lubricator, chip convey etc.
Kindly reply as soon as possible this will enable the undersigned to plan visit to your factory. As convey which air port is closest to your factory. Meanwhile please make part as per may drawing.
Thanking you in advance for your cooperation and assistance.
With best wishes and regards
Yours Truly
For Three Kay Enterprises
Tayyab Kausar
Specimen 2
Dear Liu Li,
I'm sorry for the late reply. Today I'm coming in China and I'll stay there for quite a long period.
According to what You have replied me, we would like to know how long do You think You'll take to solve the problems. We have invested a lot in this project and we would like not to loose time and money only. Actually no machine has been accepted by our customers even after a lot of adjustments made by us in Italy. Can You tell me what are You going to do:
are You realizing the frocks, the jigs and the equipments You need to solve the problems and to make the machines work correctly? We have a lot of material (gears, tools...) at Your Company, if You don't think to be able to solve the problems shortly, in the mean time we think it's better You send back all our material and, according to our agreement, we'll have to discuss how You'll share with us all the costs we have faced for Your unproper production. I hope Your Company really wants to solve the technical problems and to make a technical development in a short time in order to avoid to stop our cooperation.
Best regards
Marco
Specimen 3
Hi Liu Li,
how are You? It's a long time we don't have any contact.
We have discussed a lot about our cooperation and both Lotus and OMG are willing to cooperate but it seems we aren't still ready to do this so, in the meanwhile, I'm writing You about all the components and tools we have left at Your Company. Since we don't know how long we'll take to better cooperate in the future, we would like You send us back all the material (tools and machine parts) You still have in Your hands.
Sure of Your comprehension, we thank You and hope to meet You as soon as possible to organize our common future.
Best regards
Marco
Specimen 4
Dear Liu
we need buy a lot but if its cheaper,
WOULD YOU OPENED THE KITI CDR?
please , we need that you care for the quality in the next order, we have problem in TREADH in last GSK 928 , when arrange and finish the thread make bad ,and we can t use the thread
the doors , and coolant have problems, the same when change speed .
Please we prefer delivery in 15-20 august because we will go to Spain and return 8 august and after it we will send to you the money
We need one people for speak with Knd, about system
Please the system for mill.
Please, comments
thank you
CARLOS
Specimen 5
dear Liu
Please , we need that you care for the cover sheet and doors, please we received back two lathes for the doors (directly we received separately from the lathe when open the box ,no assembled) and the sheet are no paint and steel stay with grinder ,we can t open and close the door, we are loosing customers, because the customer no agree the finish, please try to probe all the doors and paint all the covers sheet.
Please we no need the order urgent , no problem if we need wait 15 days more, but we need good finish, and doors working, please check all the doors before close the package.
Please, comments
thank you
CARLOS
Specimen 6
dear Liu
hello, how are you ? thank you for delivery the lathes
Please , we received the cards gsk 980 and one no work, please, is one big problem because was expensive send to you and we need make custom dispatch ,please we need other card ,and we can send to you the card repaired that no work.
please , we need know the solution.
Please are you check the doors ?
Thank you
carlos
Specimen 7
Dear Liu Li,
I have received the documentation for the material delivery, thank You.
As I told You in my last email, now I have one last problem:
I still have an open invoice of Euro 9.246,00 (see attached file).
In order to close my accountancy I think the only way is that You make an
invoice of the same amount with the text: "service and consultancy for china" to compensate invoice n.468 date 07/08/07".
Please make the invoice in Euro and not in USD because it creates problems.
Thank You for the cooperation.
Best regards
Marco
Specimen 8
dear Liu
How are you '
long time without news
Please ,last time we have big problems with doors ,really ,you need changue the design because we need remake all the cover.
Please we need quotations for
cjk0632 d lathes
CJK0632D WITHOUT COVERS
Lathe without covers and controls, only with toolspost and ball screw and support motors, without electric(12 or 20 sets )
if you have special offers ,please say to me
please comments
Thank you
Carlos
Specimen 9
dear Liu
please the cover that you send me CK6136BDi, is o,k
Please we want buy lathe cjk0632 without cover, electric and control would you quoted me with step motors and without with toolpost 4 or 6 tools
please comments
thank you
CARLOS
Specimen 10
Dear Liu Li,
can You please send me the drawings I asked You? We need the drawing with the dimension of the bed and legs of the 2m machines (also width not only length of the legs) and, of course, all the drawings of the machines in dxf or dwg format.
Here attached there's the drawing of the machining we need when we have to put the automatic lubrication pump for the carriage; we need to put it in some machines of the next delivery.
Can You confirm me the shipment of the machines?
Best regards
Marco
Specimen 11
Dear Liu Li,
I send You another time the e-mail of April the 20th. I would like to know if You can realize the device to stop longitudinal feeding on conventional lathes and, in case You can make it, the delivery time and price. Please reply me as soon as possible because it has passed 1 month and now we really need to order this device and we would be happy to buy it from You.
Have You received the ballscrew for the 2 meters machine?
Best regards
Marco
Specimen 12
dear Liu
we received the lathes ,thank you
1) the lathes no have the chuck protection switch, please, install in the new order , we need all protections as possible, and we need door protection too.
2) we prefer that no appear gsk 928 like protection screen ,we prefer that appear like last order cjk0632, appear the menu directly if its possible, or better GAUCHITO or GAUCHITO GSK 928.
3) please we no received the price list ,would you send to me by email ?
spare parts
please, can you quoted me step motors z axis and x axis, lathe cjk0632d ?
we need spare parts 6 tools toolpost (the ring with wire and transistors that look the position )
please, comments
thank you
carlos
Specimen 13
Dear Liu Li,
both drawings of the device to stop longitudinal feeling are correct. According to my last e-mail we would like to receive 4 devices to test them (2 according to one drawing and 2 according to the other drawing) and than wait the delivery of the 20 devices with next machines. How long do You need to send us the first 4 devices? If You need 10 days more we can wait the ballscrew delivery for this time in order to receive it with the 4 devices.
Best regards
Marco
Specimen 14
Dear Liu Li,
1. This is the scheme that allows us to put both manual and automatic carriage lubrication. You need to make the hole in the carriage for the lubrication tube and put the lubrication tube as indicated. You have to use a distributor with 8 connections. This will be the standard for all the machines.
2. Have You finished the start up of the tangential grinding machine?
Remember that the carriages of the next machines must be worked with this kind of grinding machine.
3. Have You found the material to make the spindle and gears harder after the hardening? Remember that the spindle must be hardened also in the zone where will be put the bearings.
Best regards
Marco
Specimen 15
Dear Liu Li,
I would like to receive the confirmation of the order JZ0007 I sent You in the last e-mail. Please confirm me the delivery time of the machines. I expect You have already started the production of the JZ0005 order and I hope You can start the production of the JZ0007 order at the same time as I have suggested You.
Please reply to the other questions too?
Are You going to send by air the ballscrew of the 2 meters machine? The machines will arrive in Italy on July the 10th and we expect to receive the ballscrew before that day in order to assemble it immediately.
Best regards
Marco
6.2 Messages from Exporters
1
Dear Sir;
We are Nano-mill Technology Co, Ltd from Taiwan. Would like to take this great opportunity to introduce our company for your reference.
Our company is the Carbide cutting tools supplier, we located in Taichung city, where is the most machinery industries located in Taiwan. we started our business from the local marketing. We have more then 10 years experience in deal with the local customer. with our production, we use Germany 's material to produce our end mills.
OEM requirement is also available for our company to serve you. we use the best CNC grinding machines from Switzerland ‘Rollomatic’ and Schneeberger to manufacture our tools.
The leading coating technology form Balzers is also adopted to achieve superior performance.
for more information to our company.
Please kindly visit our web-site at www.nano-mill.com or e-mail me if you got any problem to our company.
Thank you very much for your attention.
and hope we will have chance to cooperate soon
Thanks & Regards,
Connie Lin
2
U.S. Customs and Border Protection Security Initiatives(ask for Certificate of Origin)
Dear Harbor,
On January 1st 2009 new security initiatives were introduced by the United States Customs and Border Protection agency. These new initiatives require that all importers of record have certificates of origin on file for the items they import. Therefore, effective immediately Baudville is requesting that all vendors supply us with certificates of origin for the products we purchase. This requirement is not only being mandated but there will be significant penalties placed against us if we do not comply. Please understand that in order for our partnerships to continue you must provide all the necessary documentation and this must be complete by no later than January 23, 2009.
The certificates should be grouped by harmonized codes and like products and must be on your company letterhead. We will be requiring updates twice a year in January and July from all our vendors. Please make arrangements to furnish these certificates by the due date stated above. Should you have any questions, please contact me via email....... – or directly at 12345678...(ext. 123).
We value the continued partnership and want to thank you in advance for your cooperation to this matter.
Sincerely,
As for extensive cooperation
3
Dear A,
Please delivery my earnest compliment to your respected boss and other colleagues relating to our business.
From this mail, I begin to discuss office stationery supplies with you. In fact, I personally was originated from office stationery line, absolutely is different to my group company which mainly produce and handle pupil articles. From this view, the metal mesh products produced by my own factory are typical office stationeries, once again allow me ask you advise your boss attach an important attention to this line.
I hope order 3 would be a full 20'GP container, then I can put lots of various samples into its spare space for your selection. Only if both of us have intensive intention to build mutual reliable trust to keep long cooperation, can I extend product scope beyond. Besides products produced by ourselves, also it is not difficult for us to find out others in my city or other cities nearby of my province.
Take my experience and social relationship into consideration, you need not to worry about prices and supply capabilities. But please give me your understanding while we encounter policy change or persistent exchange rate loss.
In the morning, I sorted following series in my mind in silent:
1.) Paper knife and scissors,
2.) Paper shredder and destroyer,
3.) Calculator,
4.) Sponge holder,
5.) Stamp pad,
6.) Note book,
7.) Paper punch and single hole pliers,
8.) Spring clips and pins,
9.) Bookends,
10.) Adhesive tape and dispenser,
11.) Staplers and staples,
12.) Pen, neutral pen, ball-point pen, pencil, and markers,
13.) PP file folder, Paper folder,
14.) File racks, Desktop organizers,
15.) Drawing tube,
16.) Paper money testing machine, and Micro money detector.
and,
17.) Glue stick/glue water/correction tape series,
18.) Writing-board series,
19.) Metal mesh wire office series*,
20.) Blister cardboard maths set series,
21.) Sticky note pads series etc...
**** **** **** **** **** **** ****
There are too many things we can capture one by one gradually. If you have any plan to visit China in the nearest future, please feel free to inform me your finalized itinerary in advance, we(your boss, you, I and my assistant) can hold a meeting and make a particular programming together.
Best regards,
Harbor
Skype: cnoiidc
MP: 86-13336025327
4
Dear Jessica,
We mainly produce and supply metal mesh wire/plastic office organizers. Subsequently I enclosed 2 groups of quotation and some clear pictures for staple items in the attachment for your reference and selection.
Sincerely hope your respected company will become my second valuable customer from Canada! On account of encouraging initial businss, I promise to offer you 3%-5% discount once the truly order can touch 20'GP container.
Any questions, please do not hesitate to keep on touch with me either by E-mail or phone call.
Best regards,
Harbor
Skype: cnoiidc
MP: 86-13336025327
5
Dear Sir or Madam:
We are XYZ Co., Ltd., one of Canada's premier distributors of household product to the trade.
We are based in Winnipeg, Manitoba, Canada and have been in business since 1990 and distribute to all department and discount stores throughout Central Canada.
This is an initial introduction to make contact and explore the possibilities of importing your range of household products. We would be appreciate to hear of your export price structure on all your product range so we can calculate landed costs and evaluate in regard to importing a range for our Canadian market.
Please quote me the FOB prices. Also, I need the following information regarding each product quoted: picture, material details, dimensions, and packing details. Price needs to be cheapest possible. Please check about each MOQ. Thanks in advance.
I look forward to hearing back.
Best regards,
Jessica E. Shea
Managing Director
6
杭州市萧山进出口贸易有限公司
HANGZHOU XIAOSHAN IMPORT AND EXPORT TRADING CO., LTD.
Huiyuan Building, No. 398 South Tonghui Road, Xiaoshan, Hangzhou, Zhejiang, China. P. C.: 311201
TEL: 0086-571-81111111; FAX: 0086-571-82222222.
CERTIFICATE OF QUALITY
TO WHOM IT MAY CONCERN,
WE, HANGZHOU XIAOSHAN IMPORT AND EXPORT TRADING CO., LTD. LOCATED IN HUIYUAN BUILDING, NO. 298 SOUTH TONGHUO ROAD, XIAOSHAN HANGZHOU, ZHEJIANG, CHINA HERE DECLARE UNDER OUR RESPONSIBILITY THAT ALL METAL OFFICE STATIONERIES MENTIONED IN INVOICE NO. FNDD009 DATED OCTOBER. 4TH, 2005 WERE MADE FROM HIGH-QUALITY MATERIAL, WHICH IS RECYCLABLE, LOX-IN FREE, POLLUTION-FREE AND CAN BE RE-PROCESSED TWICE.
WE HEREBY DECLARE UNDER OUR RESPONSIBILITY THAT ALL METAL OFFICE SETS ARE FREE FROM ANY SUBSTANCES DESTROYING OZONE LAYER.
WE ALSO CERTIFY THAT ALL METAL OFFICE SETS MEET EUROPEAN STANDARD SPECIFICATIONS AND STANDARD SAFETY REQUIREMENTS.
BEST REGARDS,
(STAMP AND SIGNTURE OF HANGZHOU XIAOSHAN IMPORT AND EXPORT TRADING CO., LTD.)
7 杭州市萧山进出口贸易有限公司
HANGZHOU XIAOSHAN IMPORT AND EXPORT TRADING CO., LTD.
Huiyuan Building, No. 398 South Tonghui Road, Xiaoshan, Hangzhou, Zhejiang, China. P. C.: 311201
TEL: 0086-571-81111111; FAX: 0086-571-82222222
Exporter Statement
Dated: October 18, 2006
To whom it may concern:
I certify that the goods described in the attached invoice #FFLD060816 were produced in the beneficiary country of China and that at least one hundred per cent of the ex-factory price of the goods originates in the beneficiary country of China.
Hangzhou Xiaoshan Import and Export Trading Co., Ltd.
(Signature and stamp)
8
Dear A,
This is Harbor, I returned Hangzhou on Nov. 8th, and already restored daily office work yesterday.
It was very glad to meet you, the affable father & son again! And I would feel happy if your mother can enjoy the genuine pearl necklaces.
As for new business, I remember both of us wrote down every term clearly on the booth and I still leave a margin to discuss and reconfirm one by one after receiving your formal enquiry by Email. Under current delectable steel materials futures price, petroleum price, ocean freight, and take temporarily stable exchange rate into consideration, nowadays really is a golden chance to reconstruct imp & exp program between us two great companies.
However, if you feel any doubt could not be crossed over, we will not force you do anything you can't do. From another kind of view, actually I do not care about it too much! I prefer to say this is a mail of persistent ordinary communication to a mail of rigid commercial.
Wish you a good health, prosperous business, as well as a harmonious family!!!
Best regards,
Harbor
MP: 86-13336025327
OIID CO., LTD.
9
To whom it may concern,
Ref: shocked by East European Currency depreciating
Recently we are shocked by the news of whole East European currency depreciating including Ukrainian UHR crashed like snowslide. As your old supplier, we feel deeply anxious just as if personally on the scene. In addition, we understand the frequent political turbulence also added new pressure on your sholder and sometimes broke your normal commercial work.
Although nowadays the world economy is subjecting to unprecedented worldwide financial crises since the great depression happened in 1929, I sturdily believe the shock wave will gestate many new opportunities to who have courage and wisdom in deed in following years. All seemingly powerful difficulties are temporarily and will be past sooner or later.
The unusual year of 2008 will leave us quickly, I am very pleasant to undertake the business between us in this special year, and met Ms. A and Mr. B separately in Guangzhou and Shanghai, as well as, make Ms. C, the modest girl as new friend! Hope we can spend more time and energy on developing together in 2009. Most important, let's keep optimistic smile everyday, hand in hand, march toward brightness future.
At last, allow me bring forward our blessing to you, wish you all a Merry Xmas&. a Very Happy New Year!!!
Cordially,
10
Concerning your left message
Hello, Mr. ABC,
This is last mail from Mr. Harbor Ding before traditional Spring Festival Holiday (Jan.19th-Jan.31st, 2009). Once again we wish you a fortune and prosperity in brand-new time.
However, I personally feel a great sorry to your messages left on Gmail Messenger to Ms. Yangtze Peng, who is my loyal assistant dated Jan. 5th, 2009 as following:
16:23 soetunaung: yes, we too hope so
16:24 soetunaung: but we are the one do not prefer irresponsibility and one sided biz is not for the long run.
I am afraid I could not agree with your tangly on the single item per single box of the small trial order in 2006. I researched that was a matter of short communication but not manufacturer's irresponsibility. Now our factory have developed to a proper scale and always have taken irresponsibility as shame & insult on the body.
The rather that we have attended to your special requirement subsequently though no repeated order from your esteemed company. As well as, I remember we bought and posted you a package forwardly once we knew you feel interesting to leatheroid organizers. I think you should not forget it, which verified our responsible action!!!
Since so many years past but if you could not forget the tiny unpleasure, I only have a word: I hope we can find a corpartner who has normal psychology, can put eyesight frontward but not only all the way with a reminiscent mood.
It's needn't to care about if we can get a new cooperative opportunity any more, I nearly can conclude nowadays. Anyhow, in my view it's necessary for us to have an interview with a heart-to-heart talk, consider a question on the standpoint of each other.
11
Dear sir/madam, Sub: Lives mean everything!---comfort letter for Costa Rica earthquake
I had hardly called your phone when I browsed the disaster happened on internet.
Your sensation at this moment is fully understandable! I feel indebted as if it were received in my personally, because Chinese also suffered from "Wenchuan-5.12" grade 8.0 earthquake in 2008.
However, lives mean everything! Houses can be repaired though they were temporarily destroyed. Now most importantly you must protect yourselves in case of aftershocks, and think over how to restore social production quickly. According to philosophy logic, I was taughted that calamity sometimes gestates good opportunities.
Originally I was thinking recommend you two kinds of new saleable products before our holiday: Silk&.bamboo gift umbrella, and Compressed washing towel, but now I have to cancel my intention and will await your feedback while your normal living and working recovered!
By the way, do not be too modesty to my compliment ahead. For the future please remember you have an intimate brother in China, the great civilized oriental country. Take care, my friend.
May the God bless virtuous!!!
Harbor
OIID Co., Ltd. Tel: 86-571-82760002, 83291389 Fax: 86-571-82760003 MP: 86-13336025327
附：其他交际性函电Communicative Messages
A．邀请函 INVITATION
1) Dear sir/madam:
I'm delighted you have accepted our invitation to speak at the Conference in [city] on [date].
As we agreed, you＇ll be speaking on the topic "" from [time] to [time]. There will be an additional minutes for questions.
Would you please tell me what kind of audio-visual equipment you'll need. If you could let me know your specific requirements by [date], I’ll have plenty of time to make sure that the hotel provides you with what you need.
Thank you again for agreeing to speak. I look forward to hearing from you.
Sincerely yours,
[Name] [Title]
2) Dear sir/madam:
Thank you for your letter of [date]. I’m glad that you are also going to [place] next month. It would be a great pleasure to meet you at the [exhibition/trade fair].
Our company is having a reception at [hotel] on the evening of [date] and I would be very pleased if you could attend.
I look forward to hearing from you soon.
Yours sincerely,
[Name] [Title]
3) Dear sir/madam:
[Organization] would very much like to have someone from your company speak at our conference on [topic].
As you may be aware, the mission of our association is to promote . Many of our members are interested in the achievements your company has made in .
Enclosed is our preliminary schedule for the conference which will be reviewed in weeks. Ill call you [date] to see who from your company would be willing to speak to us. I can assure you that well make everything convenient to the speaker.
Sincerely yours,
[Name] [Title]
4) Dear sir/madam:
We would like to invite you to an exclusive presentation of our new [product]. The presentation will take place at [location], at [time] on [date]. There will also be a reception at [time]. We hope you and your colleagues will be able to attend.
[Company] is a leading producer of high-quality . As you well know, recent technological advances have made increasingly affordable to the public. Our new models offer superb quality and sophistication with economy, and their new features give them distinct advantages over similar products from other manufacturers.
We look forward to seeing you on [date]. Just call our office at [phone number] and we will be glad to secure a place for you.
Sincerely yours,
[Name] [Title]
5) Dear sir/madam:
On [date], we will host an evening of celebration in honor of the retirement of [name], President of [company]. You are cordially invited to attend the celebration at [hotel], [location], on [date]
[Name] has been the President of [company] since [year]. During this period, [company] expanded its business from to . Now it’s our opportunity to thank him for his years of exemplary leadership and wish him well for a happy retirement. Please join us to say Good-bye to [name].
See you on [date].
Yours sincerely
[Name] [Title]
B. 介绍信 RECOMMENDATION
1)Dear Mr/Ms,
This is to introduce Mr Frank Jones ,our new marketing specialist who will be in London from April 5 to mid April on business.
We shall appreciate any help you can give Mr Jones and will always be happy to reciprocate.
Yours faithfully
2) Dear Mr/Ms,
We are pleased to introduce Mr Wang You, our import manager of Textiles Department. Mr Wang is spending three weeks in your city to develop our business with chief manufactures and to make purchases of decorative fabrics for the coming season.
We shall be most grateful if you will introduce him to reliable manufacturers and give him any help or advice he may need.
Yours faithfully
C. 告 示NOTICES
1) 开业 Opening of new business
Dear Mr/Ms,
We have opened at the above address a sales office for our products here in New York. We employ a staff of consultants and a well-trained service department， which makes routine checks on all equipment purchased from us. We would be pleased if you would take full advantage of our services and favorable shopping conditions. We fully guarantee the quality of our products.
Yours faithfully
2) 建立办事处 Establishment of new branch
Dear Mr/Ms,
Owing to the large increase in the volume of our trade with this country we have decided to open a branch here, with Mr Wang Lo as manager. The new branch will open on 1st March and from that date all orders and enquiries should be sent to Mr Wang Lo at the above address, instead of to our London office.
We take this opportunity to express our thanks for your cooperation in the past. We hope the new arrangements will lead to even better results.
Yours faithfully
3) 歇业 Discontinuation of business
Dear Mr.//Ms, With the demolition of our premises at the above address under a redevelopment scheme, the part of our business carried on there will be discontinued after the end of October. On Monday, 1st October, we are holding a closing-out sale. Stock on hand will be cleared regardless of cost. There will be substantial reductions in all departments and in some cases, prices will be marked down by as much as one half. Stock to be cleared is unrivaled in both variety and quality. As the sale is likely to be well attended, we hope you make a point of visiting the store as early as possible during the opening days.
Yours faithfully
4) 更改名称和地址 Change of name and address
Dear Mr/Ms,
At our company meeting on 4 September, it was decided that the name of our company would be changed to CNMIEC Lee Co. At the same time, it was decided to move the company from the above address to No3-6 Broadway Street. We will appreciate your informing the appropriate departments of these changes
Yours faithfully 尊敬的先生/小姐，
5) 新的任命 New appointment
Dear Mr/Ms,
We wish to notify you that Mr Robert Smart, who has been our representative in Southwest England for the past seven years has left our service and therefore no longer has authority to take orders or collect accounts on our behalf. We have appointed Mr Fred Peterson in his place. Mr Peterson has for many years been on our sales force and is thoroughly familiar with the needs of customers in your area. We trust you will have good cooperation from him.
Yours faithfully
6) 公司的建立与重组Establishment or reorganization of company
Dear Mr/Ms,
We are pleased to announce that as of 1st June our firm will merge with D & W Co. of this town to form the new firm of CN/CW Co. The new firm will carry on business at 6 Rue de Toqueville, Tripoli, to which address please send all communications after 31st May. We appreciate the confidence you have placed in us in the past and look forward to continued dealings with you.
Yours faithfully
D. 约定Appointments
Dear Mr. / Ms., Appointments
Mr. John Green, our General Manager, will be in Paris from June 2 to 7 and would like to come and see you, say, on June 3 at 2.00 p.m. about the opening of a sample room there. Please let us know if the time is convenient for you. If not, what time you would suggest. Yours faithfully.
E.确认约会
I would like to confirm our appointment to discuss the possibility of merging our distribution networks. I am excited of the prospect of expanding our trade. As agreed, we will meet of our office in Bond Street at 9.30a.m.on Monday 20 March. I have scheduled the whole day for the meeting. If for any reason you are unable to attend, please phone me so that we can make alternative arrangements. Please let me know if you would like our office to arrange hotel accommodation. I look forward with great pleasure to our meeting.
6.3 Practice for practical business communication
1) Comment on Specimen 6, 18, 22 and 26 by answering the following question
a) what’s the key point in these messages?
b) what’s special about the requests? Are they easy to meet?
c) how would you reply to these questions?
2) Draft some message according to the following Chinese indications
第七讲 电子商务
Lecture VII Ecommerce
7.1 电传Telexes
The full name of telex is Teletywriter Exchange or Teleprinter Exchange and the word fax is the abbreviation of Facsimile.
Telegraph office provides telex and fax service to its subscribers. Having installed in his office a teleprinter, the main units of the telex or fax equipment, the subscriber can exchange telex or fax messages with any other subscriber all over the world. When you send out a telex or fax message, what you type on your machine is at the same time typed on the machine at the other end, and a printer copy of the telex or fax message is produced simultaneously at both ends of the sending and receiving.
A. Advantages of communication by telex or fax
As a means of communication, telex or fax has advantages over mail or telegram in that it is as fast as the telephone services and more economical than a telegram. A subscriber may transmit message at any time in his office, thus saving the trouble of going to the telegraph office for transmission. A subscriber can also receive messages 24 hours a day in his office, even if the machine is left unattended, thus the messages received at night are ready to be attended to early next morning.
B. Charges for transmission of telex or fax messages
The charge for a telex or fax message is calculated on the basis of the time spent in transmission. On an average, some 400 letters can be transmitted within one minute, and the charge is around RMB0.30. Since the transmission of telex or fax is charged by the time it takes, it is advisable to draft it as brief as possible.
C. The structure of a full telex:
SPECIMEN 1
4244 EBHCA DH (收件人电传号及国别代码))
44452 GZTEX CN (发件人电传号及国别代码)
REF 505/6890 ( 发件人电文档案号)
16/6/1994 ( 发件日期)
RE COTTON MEN’S SHIRTS ART NO. 6678 ( 电文主题事宜)
RYTLX 13/6 WE R PLSD T INF U THAT WE HV BOOKEDYR ORDER NO.1234 FOR THE CAPTIONED GOODS. S/C NO 54321 AIRMALING. PLS OPEN L/C ASAP ( 电文正文)
4244 EBHCA DH ( 核查用，收件人电传号及国别代码)
44452 GZTEX CN( 核查用，发件人电传号及国别代码)
Specimen 2
RE ETHIOPIAN WHITISH SEASAME SEED 1997/1998 CROP
PLSD TO ADV WE R IN POSITION TO SUPPLY SUBJ PRODUCT TO BE PACKED IN 45 KGS NEW JUTE BAGS WITH INDICAITON AT USD11133/MT CFR JMP FR SHIPMT IN MAY 1999. SPECIFICATIONS SUCH AS OIL CONTENT, MOISTURE N ACID VALUE COME UP TO YR REQUIRED STANDARD. SAMPLS CAN B PROVIDED UPON REQUEST
HOPE TO RCV YR FORMAL ORDER
BEST RGDS
SPECIMEN 3
FYI, A FURTHER DECREASE IN EXP TAX RE-FUND WL COMMENCE ON 1 JAN 1996. SO IF CANNOT MATERIALIZE THIS 2 X 20’ FCL OFFER BFR 13/11/1995 AND RECEIVE YR L/C BY NOV 30, WE MAY NOT CATCH DECEMBER DELIVERY. UDNER NEW EXP TAX RE-FUND POLICY, THE BASIC COST WL INCREASE 5-8PCT. PLS SEE YR WAY TO PUT BIZ THRU, BEST WISHES
D. Language Skills:
1) Omission: Pronouns are oft,en omitted, esp. the subject and object forms and even possessive forms. Others to be omitted include “to be”, prepositions, and articles.
HV ACCEPTED ORDR NO. 3373 AND WL AIRMAIL S/C TMW.
IF AGR TO REDUCE PRC BY 5% WL PLACE WITH U A TRIAL ORDER FR 500 PCS.
INTERESTED IN YR MEN’S SHIRTS ART NO. A213.
TWO SMALL BAGS OF SMPL AIRMALIED TO U YTDY.
S/S PEACE DUE TO SAIL YR PORT JULY 15.
YR TLX JUNE 10 NOTED. PLS SEND CTLG IMM.
GOODS UNDR ODR 223 READY FR SHPT.
2) Substitution
Present participles is used to substitute simple present or future tense and passive participles for perfect or passive forms while request for statement.
SENDING CTLG N PRICE LIST TMW. OFRG BICYCLES AS FLWS.
ELECTRIC HEATERS MODEL A-232 SOLD OUT. QUOTATION SHEET NO. T-456 AIRMAILED AUG. 18. PLS SHIP OUR ODR ASAP. PLS ADV CTN MEASUREMENTS
3) Abbreviations
All vowels are deleted, except as the initials or the ending letters or in the first syllable..
SMPL=sample, PRC=price, RSNBL=reasonable, CTLG=catalog AGR=agree, ACPT=accept, ENCLSR=enclosure, ABT=about, ESTBLSH=establish, DOC=document, INV=invoice, CERT=certificate, COMM=commission, SUB=subject, ST=street, RD=road BK=bank, YD=yard, FM=from, N=and, U=you, BF=before, OZWS=otherwise, V=we, RCVD=received, PACKG=packing, SHPMT=shipment, CFMNT=confirmation, IYF=in your favor, USC=under separate cover, FYR/FYI=for your reference/information, ETA/ETD=estimated time of arrival/departure, S/C=sales confirmation, B/L=bill of lading, FOC=free of charge, W/=with, W/O=without, P/I=pro forma invoice
E. Fax
Guangdong Native Products Import and Export Guangdong Trading Company Limited
Address: 7/F, Guangdong Textile Manson, 168 Xiaobei Rd., Guangzhou, P.R. China
Tel: xxxxx Fax: xxxxx Email: xxxxx Website: xxxxx
To: M/S Haidarous Trading Fax No. 0039-23-78492351
Attn: Mr. Carlos Haidarous Date: Oct. 5, 2006
From: Guangdong Co. Ltd. Ref. No. 061005Carlos
Subject：Request for L/C for Contract No. 7823 of 3000 M/T crude oil
Dear Carlos,
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
F. 电文的写作练习 Practice on drafting telexes
1. Put the following into Chinese
1) HV OBTAINED YR NAME N ADDRESS FM OSAKA(大阪) CHAMBER OF COMMERCE N INDUSTRY N WRITE TO U IN HOPE OF ESTBLSG BIS RELATIONS W/ U IN ARTS GOODS
2) WLL PURCHASE FM U 50 M/T CALLNUTS WITH TANNIC ACID 50 PCT MIN PROVIDED BELOW USD750 PER M/T FOB GUANGZHOU N SHPT DURING NOV.
3) TKS UR TLX 12TH, SENDING OUR LATEST PRC LIST FR ALL COTTON PRC GOODS ART A-23351 FYR.
4) IN RESPONSE TO UR TLX ENQUIRY JULY 8, WE OFR ON FLWG TERMS AND CNDTNS.
5) YR PRC TOO HIGH TO BE ACPTBL. IF RDC YR PRC BY 5% WE MAY COME TO TERMS
6) TKS FR YR TLX JUN 6 OFRG 100 M/T SOYBEANS WE RGRT UR PRC UNWRKBL AS OTHER SUPPLIERS OFRG SIMILAR QLTY AT ABT 320 PER M/T CPT PARIS. PLS REOFFER ASAP.
7) UR ODR NO. 7788 OF JUL 25 FR 2000 DZ COTTON BED-SHEETS ACPTD.
8) V CONFIRM HVG ACPTD YR C/OFR OF SEPT 20 FR 100 MT SOYBEANS AT STG 320 PER M/T CPT PARIS FR DEC SHPT WL AIRMAIL U THE RELATIVE S/C IN A DAY OR TWO.
9) PLS RUSH L/C IOF TO ENABLE US TO ARRANGE SHIP ASAP. THE L/C TERMS MUST FULLY CONFORM TO THOSE SPCFD IN UR S/C SO AS TO AVOID UNCSRY AMENDMT.
10) BCS OF LATE ARRIVAL OF YR L/C N CONGESTION OF CARGOS V HV FAILED TO BOOK SPACE ON SS MARIA. PLS AMEND L/C NR AD-5678 ALLWG TRANSHPT AT HONGKONG.
2. Put the following into normal statements
1) SHIPPING SPACE BOOKED UP THIS MONTH. PLS MAKE AMENDMT TO SHPG DATE N VLDTY OF L/C BR-1467
2) IN RESPSONSE TO UR TLX ENQURY JULY 8, WE OFR ON FLWG TERMS N CONDTNS.
3).INTERESTED YR ALL COTTON PIECE GOODS PLS QUOTE LOWEST PRICE STATG EARLIEST SHPMT.
4) RYFAX DD 8 JULY, SINCE BIZ IS BUILT ON MUTUAL TRUST WE CONFIRMED WE HV ACTPD YR PAYMENT PROPOSAL SUB TO PRE-PAYMENT 30% AND BALANCE 70% BEING PAID BY D/P. PLS REPLY W/O DELAY. BEST RGDS.
3. DRAFT TELEXES AS INDICATED BELOW
1). 尽管难于降至你方出价，现仍在与厂方磋商，明日去电最终还价。请电告可否于5/6月运300吨 (not less than 4 abbreviations )
2)关于我456号报价单，3%佣金不能接受。建议为1.5%，星期五中午复到有效。 (not less than 5 abbreviations )
3)你方8月6日发文号BW-1549的传真收悉，谢谢。很抱歉，我们不能接受你方的建议。我们想保持我们原来的建议，即65%即期信用证，余下的35%付款交单。如同意，请速寄上销售合同。致问候。 (not less than 8 abbreviations)
7.2. Essentials on Ecommerce 电子商务基础知识
1) Basic conceptions in Ecommerce
With the rapid development of internet, our life is undergoing unprecedented change in all aspects, of which business operation ranks among the leading ones for its fundamental and huge transformation.The multitudinous businesses are either preparing for or already experiencing transformation to electronic operation, namely the application of the web technology in the key commercial process. Ever since the 1970s, EDI (Electronic Data Interchange) has automated the business of many organizations. Yet EDI over-emphasized the standardization of business between commercial partners while lacking in flexibility and extendibility. Ever since the 1990s, along with the widespread of Web technology, especially after Java appears in 1995, many organizations begin to support the electronic commerce under the web system.. What is electronic commerce after all?
Just as the name suggests, ELECTRONIC COMMERCE, or EC or e-business, , consists of two aspects, the electronic media and the commercial process.
Electronic commerce (e-business) can be defined as business process with the aid of the Internet and the relevant technology for the latter’s simple, quick, and low-cost electronic communication instead of the traditional face-to-face meeting, but electronic commerce (or e-business) in practical operation refers to direct communication with the external customers, the internal staff, the suppliers and the service partners through the intranet, exterior net and the Web. To be a true ecommerce firm, an organization should transform into internet mode such key business as customer relationship management, electronic trade, supply chain and internal management. This transformation is also a synthetic exploitation of the web technology, the IT as well as a process of technological transformation of trading modes. In a word, electronic commerce must be accomplished through various electronic communications. In the simplest sense, a phone call or a fax message to your customer for business purposes sounds like an instance of ecommerce. But, the electronic commerce commonly concerned is dominantly realized by EDI and the internet. With increasing maturity of the INTERNET technology, the genuine development will be more dependent on the INTERNET technology which may well justify the renaming of ecommerce as IC (internet commerce)
In light of the trading activities, ecommerce is conducted via assorted means, thus categorizing it into two stages, the primitive stage and the advanced stage. The primitive stage consists of electronic information on the market, the electronic trading approaches and the electronic contracts; Most complete and the most advanced electronic commerce should carry on the complete trade activity via the INTENET network, namely on the internet information flow, the commercial interchange, the fund flows and partly the accomplishment of the physical distribution. In other words, you may begin with seeking customer on the internet, proceed on with the negotiation and conclusion of the deal, then effect online payments, issue (or receive) electronic invoices, and finish the electronic customs declaration, and end with the electronic tax payment, all as a coherent whole through the INTERNET.
2) The nature of ecommerce
In spite of the assoted business models such as B2B and B2C, or the electronization of traditional businesses, the establishment of a new internet business, or stories on the stock market or its new models, internet seems to have entered our life in every aspect, leaving no margin for further imagination. Can we thus conclude that we have entered an era of true ecommerce? Far from that. Because we are still far from realizing ecommerce though so many businesses are entitling themselve as firms of ecommerce, even without any understanding of the true sense of ecommerce.
A story goes that someone starts a flower shop on the internet and delivers flowers to global clients, thus entitling himself as an e-businessman. Does his assumption hold any foot?
Surely not. A business with a websit can hardly achieve the goal of high efficiency, low cost and high satisfaction from customers. A business without sufficient mangement power ranging from the organization construction, working procedures to operation regulations can never be an ebusiness, nor can a well-manged business be an ebusiness without being informationized. A so-called ebusiness with its own website but without the informationization in its mangement and manrket information is but an expressway connected to an alleyway, in which case traffic jam is but too common.
As a matter of fact, the above scene is not only a relfection of so many newly-established internet businesses, but also a great challenge to traditional businesses not so well informationized. Such challenge is even more serious for the Chinese firms so far protected by the planned economy as they have got so well used to production under instructions from the superior government departments for their purchase of raw materials, the produciton output and the stocking of products. These firms appear so vulnerable in face of market competition for their ignorance of market demand, flexibility to market changes and inefficient internal management..
Then what is a true ebusiness? Undoubtedly such businesses should take advantage of the internet information, the web system resources, and above all establish the enterprise’s interior mangement on the basis of a perfect management concept and an EPR (enterprise resources plan system) work flow.
Such an EPR system is the foundamental platform for an enterprise to develop its business. Customers’ order enters this system after due filtration by the commercial department, thus composing the bulk input of the system. Other input for the system includes the current stock (including stock of raw materials, quantity and regional distribution of finished/ready products), the avaliability and cycling period of transportation, the availability and cycling period of the purchasable resources, the production capacity and the production cycle and so on. The system will check such information at fix internals ( for Lenovo system, it’s every two hours), and the output result for each checking shall include confirmation for a customer’s order, a purchase plan, a production plan and a delivery plan. Confirmation for a customer’s order is directly fedback to the relative customer, informing him/her the availability of the ordred goods, the accurate delivery time and place as well as the transport modes. Such feedback information is calculated by the ERP system on basis of the explicit precedence model (established by the enterprise itself) for supply of goods and certain marginal conditions. In the case of the above internet flower shop, for instance, if flowers are available from stock, the only problem is the time needed for delivery according to different geographical allocations; if unvailable, then the purchase period shall be calculated before confirming to the customer the time of delivery; if assorted items are demanded in that order, then the delivery time shall be decided by the last items obtainable, and so on so forth. All these are conducted automatically by the system without the difficulties and differentiation in personal operation, thus greatly increasing customer’s satisfaction. But all the purchases, the production and the dispatch of goods from an enterprice are not mechanically solicited----- to purchase when out of stock, and to arrange production in view of the stock alone, and to deliver goods when ready, but are controlled by the system for production and/or purchases methodically, definitely avoiding the scene in the internet flower shop. Such a system cannot only ensure and increase the customer’s satisfaction, but also reduces the product cost, and safeguard the profit. The system is set to check in certain periods instead of checking when receiving new order(s) in order to relatively optimize the resources available in an enterprise. For instance bulk purchase may be more economical and can increase the efficiency of personal work, so is the production process. Actually production itself also has the question of informationization.
We can thus conclude that genuine ecommerce refers to the informationization of all the managing processed in an enterprise which is a mere informationization of the traditional working procedures and regulations, but a fundamental revolution on them.
To conduct genuine ecommerce, so many more parties other than the buyer and the seller are concerned such as the banks or the financial systems, government departments, the attestation units, the dispatching systems etc. As physically contact is not required for all parties in ecommerce, the process of ecommerce cannot be a revision of the traditional physical trade of goods or services, but requires the important role of internet banks, internet payment, encoded data and electronic signature, etc.
Nor is ecommerce a mere technical renewal. Transforms to ecommerce requres an explicit blueprint on what to do and how to get it done. The cycle model for ecommerce ( Figure 7-1)below offers a model for enterprise. It includes four stages ranging from transform, build, run and leverage. Transforms to ecommerce may start at any stage as it is a redundant process.
Fig 7-1：The ecommerce cycle
a. Transform means to extend the present core business process or mode into the cyber system so as to set up a ecommerce model on the internet. The internet can then maximize the value of commercial activities by adapting the relationship between the purchase and the supplier, the supply chain and the regulation for the trading activities. In such transforms, all trading procedures shall be considered against the general trading background, or the stages may be but some isolated or segmented activities without enhancing the relations with the customers or upgrading the true value of ecommerce.
b. The Building stage means to build new applications for the business process as the transform of the core business process requires a completely new operation system. In this stage, the present marketing network shall be re-established on the web system by means of an open creteria. The application system shall be regulated by a standard and server-oriented, extensible, quickly-establsihed, easily-accessable and convenient for mamagement.
c. The running stage involves an operation circumstance for extensible, applicable and secured operation. Some core device is set up for business and the operation. Such device provides technological services applicable, extensible, secured and easy to manage.
d.The leverage stage concerns the application of the relative knowledge and information. The key point here is the management of the knowledge-----what we already learned. Different from the management of information, knowledge management contains management of the obvious knowledge and that of the dormant knowledge. The traditional IT system processes the obvious knowledge, e.g. what can be written down for programming. But the dormant knowledge refers to what people know but is not written, such as those based on our instinctive, experience and insights.
To start one’s own ecommerce, it’s applausible to start from the simple modes and develop it rapidly. More specifically, build an operation system for ecommerce on basis of what is available, and gradually transfer the core business onto the internet, so as to enjoy the great reward for investment on ecommerce.
3) Basic Patterns in Ecommerce
Generally speaking, ecommerce falls into two patterns: B2C-----Business to Customer, and B2B----Business to Business, the two most commonly recognized.
B2C may be more familiar to the average public.It is a marketing mode connecting the enterprise to the end users (ranging from individual consumers to collective consumers) directly.
The B2C pattern in ecommcerce under discussion today is a marketing program to transmit a firm or other firms’ products and/or services directly to the consumers (end-users) by means of computerization, the informationization and in particular through the Internet without any extra marketing channels. Because of its close correlation to the populace's daily life, it is primarily recognized and accepted by the public.
One of the most recognized realization of the B2C pattern in ecommerce is the websites spcialized in ecommerce marketing service. Now, innumerable companies of this kind seem to have sprung up overnight, ranging from online stores, online bookstores, to the online booking and so on, and even some “all-rounds” as derided by people. These late-pattern enterprises do have anyhow enabled people to do shopping or to consult the new services just at home and through the internet. This is undoubtedly a big step of the time. The Amazon Company may serve as a convincing example of the newly-emerging internet companies.
The Amazon has started as an online bookstore and has become the No.1 before people realize the physical location of its shops in but two years at one fell swoop, leaving innumerable well-established hundred-year colleages dumb-founded and making its market value far beyond its book selling. Through its website, book buyers may enjoy great extra convenience. For instance it takes long hours and several traditional bookstores to find a desired book among the millions, but in the Amazon, with the help of the retrieving service, it takes but a few clicks of the mouse and the demanded book will reach your hand soon. Another appealing aspect of the Amazon is its assorted extra services, including the multitudinous books commentary and the introduction. But under the traditional marketing patterns, these services can be extremely expensive. Following its development into the world’s biggest bookstore after surmounting all the traditional bookstores, today’s Amazon has expanded its service to dormains such as audio and video products, the software, daily consumables and so on and has become the biggest website ecommerce company in the USA and in the world as well. But its present “success” is still in the quotation mark, as people are questioning the enormous loss for its investors when establishing its marketing network and client basis.
When reconsidering the Amazon losses, people realize that it’s not audible to entrust the great tasks of building a B2C ecommerce to such websites that have started from scratch and that the ecommerce revolution via the traditional internet for the self-desciplined professions may turn out more economical, more materially beneficial, and more essential which may not cause so much pressure and worry to the investors and the shareholders. Maybe, the world of ecommerce will be even more brilliant only when these two streams join togetehr towards the identical summit, and only then will arrive the genuine era for genuine ecommerce.
Another convincing instance of successful transition of traditional business to the Internet ecommerce is DELL. DELL at the start was a direct seller of computers through phone calls and successful as it may be, has transferred its service as a whole to the net at the very beginning of the internet revolution without losing a second, and adapted its business organization and operations to those as required by the internet and developed a thorough ecommerce system ranging from marketing, producting, purchasing and aftersale services, and with the advantages of the internet, provided personalized manufacturing and allocation service to its customers, thus enhancing greatly the customer satisfaction, maintained 50% or above annual growth for years. Now it’s one of leading computer manufacturers in the world, establishing tremendous challenge and pressure to its slow revolute competitors.
Yet great gap exists between these two realizations of the B2C. The website-oriented B2C can hardly develop products or industries of its own brand, and it thus more of a department store though different in deliverying the goods to its customers instead of waiting for the customers to take the goods. But the traditional-enterprise-oriented B2C is more likely an exclusive agency, monopolizing products of its own brand, though different from the traditional shops in enhancing its interactive with the customers and offering items to the customer’s measurement, and more efficient and economic without constructing the physical shops.
B2B refers to service exchange between enterprises. In ecommerce, B2B means connection between the upstream supplier with the downstream sales agents through the interior information platform and the exterior websites, thus reducing the transaction costs and upgrade satisfaction at both ends. Actually, B2B for enterprises is more considerable than B2C in both volume and domain of the deals concerned and is therefore more significant to the development of ecommerce.
Similar with B2C, B2B is also realized in two modes among the enterprises.
B2B is in one way enforced by its application in the traditional enterprises. Some firms are gradually transforming some substantive business to B2B, publicizing more of its information on the internet and receiving orders therefrom while the physical distribution remains generally unchanged---- from the supplier to the enterprise and from this enterprise to its agent or the final customer. Take GM for example, with its TradeXchange ecommerce website, GM is planning for online transaction of its USD87billion annual business before the end of the year. Not only is this website for its own own purchases, but also open to its over 30000 suppliers by 1% transaction charges, which according to some experts, will add another USD5 billion to its profit.
But the internet and ecommerce is much more than a mere instrument, causing revolutionary changes even in marketing and management patterns, as in the case of the second realizaiton of B2B. This kind of B2B Corporation is not for its own purchases or sales, as it never turns out any product, but offers bridges for one or more sectors in their purchases via its web-oriented uniformed information platform. In this case the logistic system will be greatly different from the previous mode----- from the supplier to the business agents directly. For instance B Corporation has built a bridge for the buyers and the sellers of computer spare parts, but without any workshop or even the warehouse, and all the coordination, allocation of goods are conducted by the information system, plus some increment services, thus taking commission and charging for the increment services. Undoubtedly ket to the success of such companyies is that it must be able to gather the sellers and the buyers of such products, attracting them to the platform with the special services. But come or not, it’s similar to the choice between a department store and the exclusive agency.
4) Supplementary reading on ecommerce
The Corporate Bargain Hunters' Quest for a Business Model
Online marketplaces like Craigslist and Freecycle allow consumers to make low-cost sales -- or even exchange goods for free -- through sophisticated technological systems that make such transactions efficient. Some companies are attempting to apply a similar model to online business-to-business marketplaces.
The Year in Mac Security 2008
2008 was a busy year for Mac security and malware, with a number of new threats targeting Macs, from Trojan horses to scareware, from browser flaws to Mac OS X vulnerabilities. This document is a summary of the year's security issues that affected Macs.
For anybody who is trying to spend a little less money, a visit to Freecycle may be just the ticket. The concept is a simple one: You sign up for a group based on your ZIP code. Then, if you have something, anything really, you don't want -- a desk, a flowerpot, a printer, even a used Halloween mask -- you post it to the board. The board then e-mails everyone in the group that your item is available.
Then, and I can attest to this personally, the e-mails from people who want the item start to pour in, usually within minutes. All are pretty much asking nicely for the item -- some imploring, some beseeching. And why not? It's free and, per the Freecycle ethos, in good enough condition to be used again.
Perhaps expecting a similar site and community to spring up in the corporate world -- even considering the current economic maelstrom -- is merely a pipe dream. Indeed, any company that decided to give away used items instead of selling them would be doing a disservice to its stakeholders.
Still, companies can take a page from the give-away playbook, and through the application of some relatively sophisticated technology, they can add a bit more efficiency, if not solvency, to their operations.
Trade Dollars
International Monetary System, a business-to-business barter site, has been in existence for several years. Now, though, it is in the process of updating its technology to automate the transaction process as much as possible, Krista Vardabash, director of marketing, told the E-Commerce Times. Possibilities include transactions conducted over mobile phones and via the community's own debit card.
Some 18,000 businesses use the barter network, which International Monetary Systems runs with its proprietary transaction clearing software, Trade Network Tracking (TNT) system. Essentially buyers and sellers trade goods and services online using an electronic currency known as "trade dollars" -- similar in some respects to the
Linden dollars in
Second Life.
The system eliminates all of the inefficiencies associated with a barter transaction, Vardabash said. "If you have a good or service you want to barter, first you have to find someone who wants what you have -- and who has something of equal value to trade."
IMS brings these parties together and establishes a value for the various and sundry services that are offered, she said.
For example, a Web developer may charge US$5,000 for a job in the "real world." That same fee can be attached to the same work conducted through the IMS network, but instead of cash, the developer would receive an electronic transfer of $5,000 in Trade Dollars that could be spent in the network on, say, advertising or new business cards, or a printer.
The company is currently developing new systems that will allow it to automate even more of the process, Nathan Alpert, lead programmer for IMS' TNT system, told the E-Commerce Times. "We will be issuing our own credit cards and terminals, for example."
Spectrum Auctions
Another example of a corporate marketplace for bargain hunters is SpecEx, an online exchange launched by
Spectrum Bridge, which matches buyers and sellers of wireless spectrum.
Participants are able to find each other using a Web browser to access a comprehensive online database of available licensed spectrum.
The wireless spectrum marketplace in general is highly inefficient, Rick Rotondo, chief marketing officer of Spectrum Bridge, told the E-Commerce Times.
However, e-commerce technology can standardize much of the process, he said. "What we are trying to do is be the EBAY (Nasdaq: EBAY) of the wireless spectrum world -- a one-stop shop where companies can go to monetize excess or idle spectrum, and spectrum seekers can go to find reasonably priced unused spectrums."
The spectrum world is almost tribal, Peter Stanforth, chief technology officer for Spectrum Bridge, told the E-Commerce Times. "It consists of small groups of people who know each other -- [and] do everything manually."
That is not an efficient system for smaller parcels -- SpecEx's sweet spot. "By automating a lot of functions and bringing in a wider audience of buyers and sellers, we are making these smaller pieces more liquid and valuable," explained Stanforth.
Rotondo compared the SpecEx service to
Craigslist, another favorite site for consumer bargains -- although, unlike Freecycle, little on Craigslist is actually offered for free. Still, with its launch several years ago, Craigslist made the sale of small consumer items efficient, which is what SpecEx aims to do with respect to the sale of wireless spectrum parcels.
"Let's say you had used sunglasses you wanted to sell, for maybe $25. Before online classifieds were introduced, it would not have been cost-efficient to try to sell them to a huge audience in a paper, because the ad probably would have cost you $20."
Same thing with wireless spectrum, he said. "Transaction costs are eating up most of the value for small buyers and sellers."
Corporate Classifieds
The SpecEx model, though, may be the closest the corporate world gets to that bargain hunter's nirvana -- the classifieds. It would be very difficult for a straightforward site like Craigslist to spring up in a B2B setting,Oodle CEO Craig Donato told the E-Commerce Times.
Oodle, one of the largest online classifieds services in the U.S., powers Military.com, where members of the armed services buy and sell goods as they relocate. It is looking at establishing a classified section for a social networkingsite.
In general, Donato said, a site like Craigslist or a business classified site that is not limited by geography or industry does not scale well with volume.
"Whenever something free or a bargain is involved, if you don't have sophisticated technology to moderate the users, it is like going to a gunfight with a knife," he commented. "You will get creamed."
Talkback to the above message by Jllyman Posted 2009-01-23
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第二部分 商贸沟通高级阅读
Part II Further Business Communication Know-How
第八讲 国际贸易合同格式Contracts in International Business
Preface序言: Essentials in Contract for foreign trade外贸合同基本知识
0.1 合同的结构与格式 Structures and Styles
国际经贸合同按照其重要性与繁简程度不同，分为正式合同、协议、确认书等书面形式，也可以采用口头或其他形式。书面正式合同一般包括以下几个部分：
合同名称(Title)
前文(Preambles): 订约日期(date of signing)，订约当事人(signing parties)、订约地点(place of signing)、订约缘由(recitals or WHEREAS clauses)
本文(Body)：定义条款(Definitions)，具体条款(Specific conditions)，一般条款(General conditions)-----合同的有效期(duration)、合同的终止(termination)、不可抗力(force majeure)、合同的让与(assignment)、仲裁(arbitration)、适用的法律(governing law)、诉讼管辖(jurisdiction)、通知手续(notice)、完整条款(“Entire agreement” clauses)、合同的修改(Amendment)、其它(Others)。 (完全条款：讲明现在所签订的合同与其他有关合同、协议之间的关系，如：
This Contract expresses the complete and final agreement and understanding of the parties and supersedes and automatically cancels any other or prior agreement or understanding between the parties written or oral)
0.2 合同的语言特色 Language Styles
1) 正式用语.e.g. Party A shall repatriate the patient to China and bear the cost of his passage to Beijing. (send back)
2) 法律用语 In case one party desires to sell or assign all or part of his investment subscribed, the other party shall have the preemptive right.
3) 成对使用同义词: Each party to this Agreement shall perform and fulfill any of the obligations under this Agreement.
4) Shall 被用于强化法律职责：The Employer shall (should, must, have to, etc) make a prepayment of 20% of the contract value to the Contractor within 10 days after signing the Contract.
5) 使用古体词：最典型的是由here(this), there(that), where(which)加上介词而构成的复合词,避免同一合同中多次提到或重复某些名词，从而避免文句冗长，并获得简练、准确、有力、正式、庄重的效果。如：
This Agreement is made and entered into by and between AA Corporation (hereinafter referred to as Supplier) and BB Company (hereinafter referred to as Distributor) whereby Supplier agrees to grant to Distributor the exclusive right to sell the Products in the Territory on the terms and conditions stipulated as follows.
This Agreement shall begin on the date hereof and shall continue for 5 years thereafter.
In the event of the death of any partner, this partnership shall not be thereby dissolved.
When the licensed products are sold, the royalty thereon shall be paid within a calendar month from the date of delivery.
6)使用外来语：源自于历史悠久的“普通法系”和“民法法系”中被广为接受的专用词汇。如：
a. The arbitration shall take place in the Plaintiff’s or Defendant’s country. (plaintiff / defendant法语, 原告/被告)
b. An allowance on the basis of 2% of the sales price for each unit shall be calculated and deducted from the purchase price fraction pro rata. (pro rata拉丁语，按比例)
7) 语义明确，不生歧义
Shipment is to be effected bimonthly at 600 tons each within May, 2001.
8). 多用主动语态，少用被动语态
The rules and regulations of the work-site shall be observed by workers--------Workers shall observe the rules ….
9). 多用现在时，少用将来时。
Licensee (被许可人)may terminate this Contract 90 days after a written notice thereof is sent to Licensor (许可人) upon the happening of one of the following events:
a. Licensor becomes insolvent or a liquidator of Licensor is appointed; ( 无力偿付债务，破产清算人已被指定)
b. The patent described in Article 2 is not issued within 30 days from signing this Contract;
c. Licensor fails to perform its obligations under this Contract.
10)多用直接表达，少用间接表达
All persons, except those who are 60 years old or older, may be employed by this enterprise.------All persons who are less than 60 years old may be employed by this Enterprise.
11) 使用专门短语表达惯有含义
Whereas(鉴于), in witness whereof(作为协议事项的证据), now, thereof(兹特) in consideration of(以….为约因，对价), now these presents witness(兹特立约为据), in the presence of(见证人), for and on behalf of(代表), per pro = pre procurationem (代表，代理)
12)使用定义条款避免释义分歧
Chapter I. Definitions
Unless the terms or context of this Contract otherwise provides, the following terms have the meaning set out below:
“Special Equipment” means all technical equipment which is necessary and special for manufacturing Cooperative Produced Products.
13). 使用附录达到详细清楚之目的
Actual names and specifications of PRODUCTS are shown in Appendix 1。
Details of the information offered by Party B to Party A are shown in Appendix 2.
The Appendices attached hereto are hereby made an integral part of this Contract and are equally binding on both parties.
0.3 合同用语节选 Useful Phrases
to sell /sale /buy/purchase on credit 赊销/购，赊卖/买, payment on open account 赊账
in consequence of 由于 的缘故after receipt of the same 收到该确认书后
in the absence of 在缺乏 的情况下 dead freight空仓费，fractions pro rata按比例计算，
合同写作练习 Translation between English and Chinese
Discrepancy and Claim: Any claim by the Buyer on the goods shipped shall be filed within 30 days after arrival of the goods at port of destination and supported by a survey report issued by a surveyor approved by the Seller. Claims in respect of matters within the responsibility of the insurance company or of the shipping company will not be considered or entertained by the Seller.
争议：凡因执行本合同所发生的或与本合同有关的一切争议，双方应通过有效协商解决。如果协商不能解决时，应提交中国国际经济贸易仲裁委员会根据该会仲裁体规则进行仲裁。仲裁的裁决是终局的，对双方都有约束力。
Force Majeure: if shipment of the contracted goods is prevented or delayed in whole or in part due to Force Majeure, the Seller shall not be liable/held responsible for non-shipment or late/delayed shipment of the goods under this Contract. However, the Seller shall notify the Buyer by fax or telex and furnish the latter within 15 days by registered airmail with a certificate issued by the competent authorities at the place of occurrence attesting such event or events.
适用法律：本合同适用中华人民共和国法律。
付款条件：按货物金额90%开立以卖方为受益人的不可撤销即期信用证，凭卖方跟单汇票向开证行议付，其余10%货款在货到目的地检验合格后付清。
Delivery terms: Certificate of Quality, Quantity, Weight and Origin are required. The Buyer have the right to have the goods re-inspected by the Guangzhou Entry-Exit Inspection and Quarantine Bureau (出入境检验检疫局)of the People’s Republic of China at the port of discharge. The relevant Inspection Certificate may serve as the basis of any claim, if any, to be lodged by the Buyer against the Seller.
关于here, there 和where与in, by, after等介词组成的合成词的含义。
使用这些词可避免重复，做到准确，简洁。其中here代表this, there代表that, where代表which，如
Hereafter= after this time, in the future (今后，从此)
Hereby= by this means of (特此)
Herein= in this 由此，于此，因此
Hereinafter= later in this contract/agreement/text在下文
Hereof= of this 于此，在本文中
Hereto= to this 对此，至此
Herebefore= until now 迄今，到现在为止
Hereunder= under this 在下面
Hereupon= at this point, in consequence of this关于这个，于是
Herewith= with this 同时，与此，附此
Thereafter= afterwards, after that 此后，以后
Thereby= by that means, in that connection因此，由此，在那上面
Therefrom= from that 从那里
Therein= in that , in that particular在那里，在那点上
Thereof= of that, from that source由此，因此
Thereupon= then, as the result of that随后，因此，在其上，关于那个
Thereon= on that在其上
Whereas= considering that, but 鉴于，而
Whereby= by what, by which由于，凭那个
Wherein= in what, in which在那里，在那个点上
Whereon= on what, on which在其上，在那个上面
8.1 出口合同格式 (中英对照版) Sales Contract (English-Chinese Version)
日期： Date:
合同号码： Contract No.:
买 方： (The Buyers) 卖方： (The Sellers)
兹经买卖双方同意按照以下条款由买方购进，卖方售出以下商品：
This contract is made by and between the Buyers and the Sellers; whereby the Buyers agree to buy and the Sellers agree to sell the under-mentioned goods subject to the terms and conditions as stipulated hereinafter:
(1) 商品名称: Name of Commodity：
(2) 数 量： Quantity:
(3) 单 价：Unit price:
(4) 总 值：Total Value:
(5) 包 装：Packing:
(6) 生产国别： Country of Origin :
(7) 支付条款： Terms of Payment:
(8) 保 险： Insurance:
(9) 装运期限： Time of Shipment:
(10) 起 运 港：Port of Lading:
(11) 目 的 港： Port of Destination:
(12)索赔：在货到目的口岸45天内如发现货物品质，规格和数量与合同不附，除属保险公司或船方责任外，买方有权凭中国商检出具的检验证书或有关文件向卖方索赔换货或赔款。
Claims: Within 45 days after the arrival of the goods at the destination, should the quality, specifications or quantity be found not in conformity with the stipulations of the contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers shall, have the right on the strength of the inspection certificate issued by the C.C.I.C and the relative documents to claim for compensation to the Sellers
(13)不可抗力：由于人力不可抗力的原由发生在制造，装载或运输的过程中导致卖方延期交货或不能交货者，方可免除责任,在不可抗力发生后，卖方须立即电告买方及在14天内以空邮方式向买方提供事故发生的证明文件，在上述情况下，卖方仍须负责采取措施尽快发货。
Force Majeure : The sellers shall not be held responsible for the delay in shipment or non-deli-very of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The sellers shall advise the Buyers immediately of the occurrence mentioned above within fourteen days there after . The Sellers shall send by airmail to the Buyers for their acceptance a certificate of the accident. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods.
(14)仲裁：凡有关执行合同所发生的一切争议应通过友好协商解决，如协商不能解决，则将分歧提交中国国际贸易促进委员会按有关仲裁程序进行仲裁，仲裁将是终局的，双方均受其约束，仲裁费用由败诉方承担。
Arbitration : All disputes in connection with the execution of this Contract shall be settled friendly through negotiation. In case no settlement can be reached, the case then may be submitted for arbitration to the Arbitration Commission of the China Council for the Promotion of International Trade in accordance with the Provisional Rules of Procedure promulgated by the said Arbitration Commission.The decision of the Arbitration Commission shall be final and binding upon both parties. and the Arbitration fee shall be borne by the losing parties.
买方Buyer： 卖方Seller:
______________ _________________
(授权签字Authorized Signature) (授权签字Authorized Signature)
8.2 出口合同格式( 详细版) (Sales Contract---detailed)
合同号： 日 期： 订单号：
合同标的金额
买方：
卖方：
买卖双方签订本合同并同意按下列条款进行交易：
(1)品名及规格
(2)数量
(3)单价
(4)金额 合计 允许溢短装_________％
(5)包装：
(6) 装运口岸：
(7)目的口岸：
(8)装船标记：
(9)装运期限： 收到可以转船及分批装运之信用证＿＿天内装出。
(10)付款条件: 开给我方100%保兑的不可撤回即期付款之信用证，并须注明可在装运日期后15天内议付有效。
(11)保 险： 按发票110%保全险及战争险, 由买方自理。
(12)买方须于______年___月___日前开出本批交易信用证，否则，售方有权不经通知取消本合同，或接受买方对本约未执行的全部或一部，或对因此遭受的损失提出索赔。
(13)单据：卖方应向议付银行提供已装船清洁提单、发票、中国商品检验局或工厂出具的品质证明、中国商品检验局出具的数量/重量签定书；如果本合同按CIF条件, 应再提供可转让的保险单或保险凭证。
(14)凡以CIF条件成交的业务，保额为发票价值的110%投保险别以本售货合同中所开列的为限，买方如要求增加保额或保险范围，应于装船前经售方同意，因此而增加的保险费由买方负责。
(15)质量、数量索赔： 如交货质量不符，买方须于货物到达目的港30日内提出索赔; 数量索赔须于货物到达目的港15日内提出。对由于保险公司、船公司和其它转运单位或邮政部门造成的损失卖方不承担责任。
(16)本合同内所述全部或部份商品，如因人力不可抗拒的原因，以致不能履约或延迟交货, 售方概不负责。
(17)仲裁: 凡因执行本合同或与本合同有关事项所发生的一切争执，应由双方通过友好方式协商解决。如果不能取得协议时，则在中国国际经济贸易仲裁委员会根据该仲裁机构的仲裁程序规则进行仲裁。仲裁决定是终局的，对双方具有同等约束力。仲裁费用除非仲裁机构另有决定外，均由败诉一方负担。仲裁也可在双方同意的第三国进行。
(18)买方在开给售方的信用证上请填注本确认书号码。
(19)其它条款：
卖方： 买方：
SALES CONTRACT
No: Date: For Account of: Indent No:
Buyers
Sellers：
This contract is made by and between the, Sellers and the Buyers; whereby the Sellers agree to sell and the Buyers agree to buy the undermentioned goods according to the terms and conditions stipulated below and overleaf:
(1) Names of commodity (ies) and specification(s)
(2) Quantity
(3) Unit price
(4) Amount TOTAL: __________% more or less allowed
(5) Packing:
(6) Port of Loading:
(7) Port of Destination:
(8) Shipping Marks:
(9) Time of Shipment: Within ___days after receipt of L/C, allowing transshipment and partial shipment.
(10) Terms of Payment: By 100% Confirmed, Irrevocable and Sight Letter of Credit to remain valid for negotiation in China until the 15th day after shipment.
(11) Insurance: Covers all risks and war risks only as per the Clauses of the People's Insurance Company of China for 110% of the invoice value. To be effected by the Buyer.
(12) The Buyer shall establish the covering Letter of Credit before ____; failing which, the Seller reserves the right to rescind this Sales Contract without further notice, or to accept whole or any part of this Sales Contract, non-fulfilled by the Buyer, or to lodge claim for direct losses sustained, if any
(13) Documents: The Sellers shall present to the negotiating bank, Clean On Board Bill of Lading, Invoice, Quality Certificate issued by the China Commodity Inspection Bureau or the Manufacturers, Survey Report on Quantity/Weight issued by the China Commodity Inspection Bureau, and Transferable Insurance policy or Insurance Certificate when this contract is made on CIF basis.
(14) For this contract signed on CIF basis, the premium should be 110% of invoice value. All risks insured should be included within this contract. If the Buyer asks to increase the insurance premium or scope of risks, he should get the permission of the Seller before time of loading, and all the charges thus incurred should be borne by the Buyer.
(15) Quality/Quantity Discrepancy: In case of quality discrepancy, claim should be filed by the Buyer within 30 days after the arrival of the goods at port of destination; while for quantity discrepancy, claim should be filed by the Buyer within 15 days after the arrival of the goods at port of destination. It is understood that the Seller shall not be liable for any discrepancy of the goods shipped due to causes for which the Insurance Company, Shipping Company, other transportation organizations and/or Post Office are liable.
(16) Force Majeure: The Seller shall not be held liable for failure or delay in delivery of the entire lot or a portion of the goods under this Sales Contract in consequence of any Force Majeure incidents.
(17) Arbitration: All disputes in connection with this contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to China International Economic and Trade Arbitration Commission in accordance with the provisional Rules of Procedures promulgated by the said Arbitration Commission. The arbitration shall take place in Beijing and the decision of the Arbitration Commission shall be final and binding upon both parties; neither party shall seek recourse to neither a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. Or arbitration may be settled in the third country mutually agreed upon by both parties.
(18) The Buyer is requested always to quote THE NUMBER OF THE SALES CONTRACT in the Letter of Credit to be opened in favor of the Seller.
(19) Other Conditions:
Seller: Buyer:
8.3 一般货物进口合同格式 (Import Contract)
采 购 合 同
合同号码：
签约日期：
签约地点
买方：
卖方：
本合同由买卖双方缔结，用中、英文字写成，两种文体具有同等效力，按照下述条款，卖方同意售出买方同意购进以下商品：
第一部分
1.商品名称及规格
2.生产国别及制造厂商
3.单价( 包装费用包括在内)
4.数量
5.总值
6.包装( 适合海洋运输)
7.保险( 除非另有协议，保险均由买方负责)
8.装船时间
9.装运口岸
10.目的口岸
11.装运唛头，卖方负责在每件货物上用牢固的不褪色的颜料明显地刷印或标明下述唛头，以及目的口岸、件号、毛重和净重、尺码和其它买方要求的标记。如系危险及／或有毒货物，卖方负责保证在每件货物上明显地标明货物的性质说明及习惯上被接受的标记。
12.付款条件：买方于货物装船时间前一个月通过____________银行开出以卖方为抬头的不可撤销信用证，卖方在货物装船启运后凭本合同交货条款第18条A款所列单据在开证银行议付贷款。上述信用证有效期将在装船后15天截止。
13. 其它条件：除非经买方同意和接受，本合同其它一切有关事项均按第二部分交货条款之规定办理，该交货条款为本合同不可分的部分，本合同如有任何附加条款将自动地优先执行附加条款，如附加条款与本合同条款有抵触，则以附加条款为准。
第二部分
14. FOB/FAS条件
14.1 本合同项下货物的装运舱位由买方或买方的运输代理人_________租订。
14.2 在FOB条件下，卖方应负责将所订货物在本合同第8条所规定的装船期内按买方所通知的任何日期装上买方所指定的船只。
14.3 在FAS条件下，卖方应负责将所订货物在本合同第8条所规定的装船期内按买方所通知的任何日期交到买方所指定船只的吊杆下。
14.4 货物装运日前10-15天，买方应以电报或电传通知卖方合同号、船只预计到港日期、装运数量及船运代理人的名称。以便卖方经与该船运代理人联系及安排货物的装运。卖方应将联系结果通过电报或电传及时报告买方。如买方因故需要变更船只或者船只比预先通知卖方的日期提前或推迟到达装运港口，买方或其船运代理人应及时通知卖方。卖方亦应与买方的运输代理或买方保持密切联系。
14.5 如买方所订船只到达装运港后，卖方不能在买方所通知的装船时间内将货物装上船只或将货物交到吊杆之下，卖方应负担买方的一切费用和损失，如空舱费、滞期费及由此而引起的及／或遭受的买方的一切损失。
14.6 如船只撤换或延期或退关等而未及时通知卖方停止交货，在装港发生的栈租及保险费损失的计算，应以代理通知之装船日期( 如货物晚于代理通知之装船日期抵达装港，应以货物抵港日期)为准，在港口免费堆存期满后第十六天起由买方负担，人力不可抗拒的情况除外。上述费用均凭原始单据经买方核实后支付。但卖方仍应在装载货船到达装港后立即将货物装船，交负担费用及风险。
15. C&F条件
15.1 卖方在本合同第8条规定的时间之内应将货物装上由装运港到中国口岸的直达船。未经买方事先许可，不得转船。货物不得由悬挂中国港口当局所不能接受的国家旗帜的船装载。
15.2 卖方所租船只应适航和适货。卖方租船时应慎重和认真地选择承运人及船只。买方不接受非保赔协会成员的船只。
15.3 卖方所租载货船只应在正常合理时间内驶达目的港。不得无故绕行或迟延。
15.4 卖方所租载货船只船龄不得超过15年。对超过15年船龄的船只其超船龄额外保险费应由卖方负担。买方不接受船龄超过二十年的船只。
15.5 一次装运数量超过一千吨的货载或其它少于一千吨但买方指明的货载，卖方应在装船日前至少10天用电传或电报通知买方合同号、商品名称、数量、船名、船龄、船籍、船只主要规范、预计装货日、预计到达目的港时间、船公司名称、电传和电报挂号。
15.6 一次装运一千吨以上货载或其它少于一千吨但买方指明的货载，其船长应在该船抵达目的港前7天和24小时分别用电传或电报通知买方预计抵港时间、合同号、商品名称及数量。
15.7 如果货物由班轮装运，载货船只必须是____________船级社最高船级或船级协会条款规定的相同级别的船级，船只状况应保持至提单有效期终了时止，以装船日为准船龄不得超过20年。超过20年船龄的船只，卖方应负担超船龄外保险费。买方绝不接受超过25年船龄的船只。
15.8 对于散件货，如果卖方未经买方事前同意而装入集装箱，卖方应负责向买方支付赔偿金，由双方在适当时间商定具体金额。
15.9 卖方应和载运货物的船只保持密切联系，并以最快的手段通知买方船只在途中发生的一切事故，如因卖方未及时通知买方而造成买方的一切损失卖方应负责赔偿。
16. CIF条件
在CIF条件下，除本合同第15条C&F条件适用之外卖方负责货物的保险，但不允许有免赔率。
17. 装船通知: 货物装船完毕后48小时内，卖方应即以电报或电传通知买方合同号、商品名称、所装重量(毛/净)或数量、发票价值、船名、装运口岸、开船日期及预计到达目的港时间。如因卖方未及时用电报或电传给买方以上述装船通知而使买方不能及时保险，卖方负责赔偿买方由此而引起的一切损害及/或损失。
18. 装船单据
18A.卖方凭下列单据向付款银行议付货款:
18A.1填写通知目的口岸的＿＿运输公司的空白抬头、空白背书的全套已装运洋轮的清洁提单( 如系C&F/CIF条款则注明“运费已付”，如系FOB/FAS条款则注明“运费待收”)。
18A.2由信用证受益人签名出具的发票5份，注明合同号、信用证号、商品名称、详细规格及装船唛头标记。
18A.3两份由信用证受益人出具的装箱单及/或重量单，注明每件货物的毛重和净重及/或尺码。
18A.4由制造商及/或装运口岸的合格、独立的公证行签发的品质检验证书及数量或重量证书各两份，必须注明货物的全部规格与信用证规定相符。
18A.5本交货条件第17条规定的装船通知电报或电传副本一份。
18A.6 证明上述单据的副本已按合同要求寄出的书信一封。
18A.7运货船只的国籍已经买主批准的书信一封。
18A.8如系卖方保险需提供投保不少于发票价值110%的一切险和战争险的保险单。
18B.不接受影英自动或电脑处理、或复印的任何正本单据，除非这些单据印有清晰的“正本”字样，并经发证单位授权的领导人手签证明。
18C.联运提单、迟期提单、简式提单不能接受。
18D. 受益人指定的第三者为装船者不能接受，除非该第三者提单由装船者背书转受益人，再由受赠人背书后方可接受。
18E. 信用证开立日期之前出具的单据不能接受。
18F. 对于CFR/ CIF货载，不接受租船提单，除非受益人提供租船合同、船长或大副收据、装船命令、货物配载图及或买方在信用证内所要求提供的其它单据副本各一份。
18G. 卖方须将提单、发票及装箱单各两份副本随船带交目的口岸的买方收货代理人__________。
18H. 载运货船启碇后，卖方须立即航空邮寄全套单据副本一份给买方，三份给目的口岸的对外贸易运输公司分公司。
18I. 卖方应负责赔偿买方因卖方失寄或迟寄上述单据而使买方遭受的一切损失。
18J. 中华人民共和国境外的银行费用由卖方负担。
19. 合同所订货物如用空运，则本合同有关海运的一切条款均按空运条款执行。
20. 危险品说明书: 凡属危险品及／或有毒，卖方必须提供其危险或有毒性能、运输、仓储和装卸注意事项以及防治、急救、消防方法的说明书，卖方应将此项说明书各三份随同其他装船单据航空邮寄给买方及目的口岸的________运输公司。
21. 检验和索赔: 货物在目的口岸卸毕60天内( 如果用集装箱装运则在开箱后60天)经中国进出口商品检验局复验，如发现品质、数量或重量以及其它任何方面与本合同规定不符，除属于保险公司或船行负责者外，买方有权凭上述检验局出具的检验证书向卖方提出退货或索赔。因退货或索赔引起的一切费用包括检验费、利息及损失均由卖方负担。在此情况下，凡货物适于抽样及寄送时如卖方要求，买方可将样品寄交卖方。
22. 赔偿费： 因“人力不可抗拒”而推迟或不能交货者除外，如果卖方不能交货或不能按合同规定的条件交货，卖方应负责向买方赔偿由此而引起的一切损失和遭受的损害，包括买价及／或买价的差价、空舱费、滞期费，以及由此而引起的直接或间接损失。买方有权撤销全部或部分合同，但并不妨碍买方向卖方提出索赔的权利。
23. 赔偿例外: 由于一般公认的“人力不可抗拒”原因而不能交货或延迟交货，卖方或买方都不负责任。但卖方应在事故发生后立即用电报或电传告买方并在事故发生后15天内航空邮寄买方灾害发生地点之有关政府机关或商会所出具的证明，证实灾害存在。如果上述“人力不可抗拒”继续存在60天以上，买方有权撤销合同的全部或一部。
24. 仲裁: 双方同意对一切因执行和解释本合同条款所发生的争议，努力通过友好协商解决。在争议发生之日起一个合理的时间内，最多不超过90天，协商不能取得对买卖双方都满意的结果时，如买方决定不向他认为合适的有管辖权的法院提出诉讼，则该争议应提交仲裁。除双方另有协议，仲裁应在中国北京举行，并按中国国际贸易促进委员会对外贸易仲裁委员会所制订的仲裁规则和程序进行仲裁，该仲裁为终局裁决，对双方均有约束力。仲裁费用除非另有决定，由败诉一方负担。
卖方： 买方：
PURCHASE CONTRACT
Contract No:
Date:
The Buyer:
The Seller:
The Contract, made out, in Chinese and English, both versions being equally authentic, by and between the Seller and the Buyer whereby the Seller agrees to sell and the Buyer agrees to buy the undermentioned goods subject to terms and conditions set forth hereinafter as follows:
SECTION 1
1 Name of Commodity and specification
2 Country of Origin & Manufacturer
3 Unit Price (packing charges included)
4 Quantities
5 Total Value
6 Packing (seaworthy)
7 Insurance (to be covered by the Buyer unless otherwise)
8 Time of Shipment
9 Port of Loading
10 Port of Destination
11 mark shown as below in addition to the port of destination, package number, gross and net weights, measurements and other marks as the Buyer may require stenciled or marked conspicuously with fast and unfailing pigments on each package. In the case of dangerous and/or poisonous cargo(es), the Seller is obliged to take care to ensure that the nature and the generally adopted symbol shall be marked conspicuously on each package.
12 Terms of Payment: One month prior to the time of shipment the Buyer shall open with the Bank of _____an irrevocable Letter of Credit in favor of the Seller payable at the issuing bank against presentation of documents as stipulated under Clause 18. A. of SECTION II Terms of Delivery of this Contract after departure of the carrying vessel. The said Letter of Credit shall remain in force till the 15th day after shipment.
13 Other Terms: Unless otherwise agreed and accepted by the Buyer, all other matters related to this contract shall be governed by Section II, Terms of Delivery which shall form an integral part of this Contract. Any supplementary terms and conditions that may be attached to this Contract shall automatically prevail over the terms and conditions of this Contract if such supplementary terms and conditions come in conflict with terms and conditions herein and shall be binding upon both parties.
SECTION 2
14 FOB/FAS TERMS
14.1 The shipping space for the contracted goods shall be booked by the Buyer or the Buyer's shipping agent _____.
14.2 Under FOB terms, the Seller shall undertake to load the contracted goods on board the vessel nominated by the Buyer on any date notified by the Buyer, within the time of shipment as stipulated in Clause 8 of this Contract.
14.3 Under FAS terms, the Seller shall undertake to deliver the contracted goods under the tackle of the vessel nominated by the Buyer on any date notified by the Buyer, within the time of shipment as stipulated in Clause 8 of this Contract.
14.4 10-15 days prior to the date of shipment, the Buyer shall inform the Seller by cable or telex of the contract number, name of vessel, ETA of vessel, quantity to be loaded and the name of shipping agent, so as to enable the Seller to contact the shipping agent directly and arrange the shipment of the goods. The Seller shall advise by cable or telex in time the Buyer of the result thereof. Should, for certain reasons, it become necessary for the Buyer to replace the named vessel with another one, or should the named vessel arrive at the port of shipment earlier or later than the date of arrival as previously notified to the Seller, the Buyer or its shipping agent shall advise the Seller to this effect in due time. The Seller shall also keep in close contact with the agent or the Buyer.
14.5 Should the Seller fail to load the goods on board or to deliver the goods under the tackle of the vessel booked by the Buyer within the time as notified by the Buyer, after its arrival at the port of shipment the Seller shall be fully liable to the Buyer and responsible for all losses and expenses such as dead freight, demurrage. Consequential losses incurred upon and/or suffered by the Buyer.
14.6 Should the vessel be withdrawn or replaced or delayed eventually or the cargo be shut out etc., and the Seller be not informed in good time to stop delivery of the cargo, the calculation of the loss in storage expenses and insurance premium thus sustained at the loading port shall be based on the loading date notified by the agent to the Seller (or based on the date of the arrival of the cargo at the loading port in case the cargo should arrive there later than the notified loading date). The abovementioned loss to be calculated from the 16th day after expiry of the free storage time at the port should be borne by the Buyer with the exception of Force Majeure. However, the Seller shall still undertake to load the cargo immediately upon the carrying vessel's arrival at the loading port at its own risk and expenses. The payment of the afore-said expenses shall be effected against presentation of the original vouchers after the Buyer's verification.
15 C&F Terms
15.1 The Seller shall ship the goods within the time as stipulated in clause 8 of this Contract by a direct vessel sailing from the port of loading to China port. Transshipment on route is not allowed without the Buyer's prior consent. The goods shall not be carried by vessels flying flags of countries not acceptable to the Port Authorities of China.
15.2 The carrying vessel chartered by the Seller shall be seaworthy and cargo worthy. The Seller shall be obliged to act prudently and conscientiously when selecting the vessel and the carrier when chartering such vessel. The Buyer is justified in not accepting vessels chartered by the Seller that are not members of the PICLUB.
15.3 The carrying vessel chartered by the Seller shall sail and arrive at the port of destination within the normal and reasonable period of time. Any unreasonable aviation or delay is not allowed.
15.4 The age of the carrying vessel chartered by the Seller shall not exceed 15 years. In case her age exceeds 15 years, the extra average insurance premium thus incurred shall be borne by the Seller. Vessel over20 years of age shall in no event be acceptable to the Buyer.
15.5 For cargo lots over 1,000 M/T each, or any other lots less than1,000 metric tons but identified by the Buyer, the Seller shall, at least10 days prior to the date of shipment, inform the Buyer by telex or cable of the following information: the contract number, the name of commodity, quantity, the name of the carrying vessel, the age, nationality, and particulars of the carrying vessel, the expected date of loading, the expected time of arrival at the port of destination, the name, telex and cable address of the carrier.
15.6 For cargo lots over 1,000 M/T each, or any other lots less than1,000 metric tons but identified by the Buyer, the Master of the carrying vessel shall notify the Buyer respectively 7 (seven) days and 24(twenty-four) hours prior to the arrival of the vessel at the port of destination, by telex or cable about its ETA (expected time of arrival),contract number, the name of commodity, and quantity.
15.7 If goods are to be shipped per liner vessel under liner Bill of Lading, the carrying vessel must be classified as the highest ____________or equivalent class as per the Institute Classification Clause and shall be so maintained throughout the duration of the relevant Bill of Lading. Nevertheless, the maximum age of the vessel shall not exceed 20 years at the date of loading. The seller shall bear the average insurance premium for liner vessel older than 20 years. Under no circumstances shall the Buyer accept vessel over 25 years of age.
15.8 For break bulk cargoes, if goods are shipped in containers by the Seller without prior consent of the Buyer, a compensation of a certain amount to be agreed upon by both parties shall be payable to the Buyer by the Seller.
15.9 The Seller shall maintain close contact with the carrying vessel and shall notify the Buyer by fastest means of communication about any and all accidents that may occur while the carrying vessel is on route. The Seller shall assume full responsibility and shall compensate the Buyer for all losses incurred for its failure to give timely advice or notification to the Buyer.
16 CIF Terms:
Under CIF terms, besides Clause 15 C&F Terms of this contract which shall be applied the Seller shall be responsible for covering the cargo with relevant insurance with irrespective percentage.
17 Advice of Shipment: Within 48 hours after completion of loading of goods onboard the vessel the Seller shall advise the Buyer by cable or telex of the contract number, the name of goods, weight (net/gross) or quantity loaded, invoice value, name of vessel, port of loading, sailing date and expected time of arrival (ETA) at the port of destination. Should the Buyer be unable to arrange insurance in time owing to the Seller's failure to give the above mentioned advice of shipment by cable or telex, the Seller shall be held responsible for any and all damages and/or losses attributable to such failure.
18 Shipping Documents
18.A The Seller shall present the following documents to the paying bank for negotiation of payment:
18.A.1 Full set of clean on board, "freight prepaid" for C&F/CIF Terms or "Freight to collect" for FOB/FAS Terms, Ocean Bills of Lading, made out to order and blank endorsed, notifying ____at the port of destination.
18.A.2 Five copies of signed invoice, indicating contract number, L/C number, name of commodity, full specifications, and shipping mark, signed and issued by the Beneficiary of Letter of Credit.
18.A.3 Two copies of packing list and/or weight memo with indication of gross and net weight of each package and/or measurements issued by beneficiary of Letter of Credit.
18.A.4 Two copies each of the certificates of quality and quantity or weight issued by the manufacturer and/or a qualified independent surveyor at the loading port and must indicate full specifications of goods conforming to stipulations in Letter of Credit.
18.A.5 One duplicate copy of the cable or telex advice of shipment as stipulated in Clause 17 of the Terms of Delivery.
18.A.6 A letter attesting that extra copies of abovementioned documents have been dispatched according to the Contract.
18.A.7 A letter attesting that the nationality of the carrying vessel has been approved by the Buyer.
18.A.8 The relevant insurance policy covering, but not limited to at least 110% of the invoice value against all and war risks if the insurance is covered by the Buyer.
18.B Any original document(s) made by rephotographic system, automated or computerized system or carbon copies shall not be acceptable unless they are clearly marked as "ORIGINAL." and certified with signatures in hand writing by authorized officers of the issuing company or corporation.
18.C Through Bill of Lading, Stale Bill of Lading, Short Form Bill of Lading, shall not be acceptable.
18.D Third Party appointed by the Beneficiary as shipper shall not be acceptable unless such Third Party Bill of Lading is made out to the order of shipper and endorsed to the Beneficiary and blank endorsed by the Beneficiary.
18.E Documents issued earlier than the opening date of Letter of Credit shall not be acceptable.
18.F In the case of C&F/CIF shipments, Charter Party Bill of Lading shall not be acceptable unless Beneficiary provides one copy each of the Charter Party, Master's or Mate's receipt, shipping order and cargo or stowage plan and/or other documents called for in the Letter of Credit by the Buyer.
18.G The seller shall dispatch, in care of the carrying vessel, two copies each of the duplicates of Bill of Lading. Invoice and Packing List to the Buyer's receiving agent, ____ at the port of destination.
18.H Immediately after the departure of the carrying vessel, the Seller shall airmail one set of the duplicate documents to the Buyer and three sets of the same to ______ Transportation Corporation at the port of destination.
18.I The Seller shall assume full responsibility and be liable to the Buyer and shall compensate the Buyer for all losses arising from going astray of and/or the delay in the dispatch of the above mentioned documents.
18.J Banking charges outside the People's Republic of China shall before the Seller's account.
19 If the goods under this Contract are to be dispatched by air, all the terms and conditions of this Contract in connection with ocean transportation shall be governed by relevant air terms.
20 Instruction leaflets on dangerous cargo: For dangerous and/or poisonous cargo, the Seller must provide instruction leaflets stating the hazardous or poisonous properties, transportation, storage and handling remarks, as well as precautionary and first-air measures and measures against fire. The Seller shall airmail, together with other shipping documents, three copies each of the same to the Buyer and_______ Transportation Corporation at the port of destination.
21 Inspection & claims: In case the quality, quantity or weight of the goods be found not in conformity with those as stipulated in this Contract upon re-inspection by the China Commodity Import and Export inspection Bureau within 60 days after completion of the discharge of the goods at the port of destination or, if goods are shipped in containers, 60 days after the opening of such containers, the Buyer shall have the right to request the Seller to take back the goods or lodge claims against the Seller for compensation for losses upon the strength of the 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 but not limited to inspection fees, interest, losses arising from the return of the goods or claims shall be borne by the Seller. In such a case, the Buyer may, if so requested, send a sample of the goods in question to the Seller, provided that sampling and sending of such sample is feasible.
22 Damages: With the exception of late delivery or non-delivery due to "Force Majeure" causes, if the Seller fails to make delivery of the goods in accordance with the terms and conditions, jointly or severally, of this Contract, the Seller shall be liable to the Buyer and indemnify the Buyer for all losses, damages, including but not limited to, purchase price and/or purchase price differentials, dead freight, demurrage, and all consequential direct or indirect losses. The Buyer shall nevertheless have the right to cancel in part or in whole of the contract without prejudice to the Buyer's right to claim compensations.
23 Force Majeure: Neither the Seller or the Buyer shall be held responsible for late delivery or non-delivery owing to generally recognized "Force Majeure” causes. However in such a case, the Seller shall immediately advise by cable or telex the Buyer of the accident and airmail to the Buyer within15 days after the accident, a certificate of the accident issued by the competent government authority or the chamber of commerce which is located at the place where the accident occurs as evidence thereof. If the said “Force Majeure" cause lasts over 60 days, the Buyer shall have the right to cancel the whole or the undelivered part of the order for the goods as stipulated in Contract.
24 Arbitration: Both parties agree to attempt to resolve all disputes between the parties with respect to the application or interpretation of any term hereof of transaction hereunder, through amicable negotiation. If a dispute cannot be resolved in this manner to the satisfaction of the Seller and the Buyer within a reasonable period of time, maximum not exceeding 90 days after the date of the notification of such dispute, the case under dispute shall be submitted to arbitration if the Buyer should decide not to take the case to court at a place of jurisdiction that the Buyer may deem appropriate. Unless otherwise agreed upon by both parties, such arbitration shall be held in ____, and shall be governed by the rules and procedures of arbitration stipulated by the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade. The decision by such arbitration shall be accepted as final and binding upon both parties. The arbitration fees shall be borne by the losing party unless otherwise awarded.
__________________________ ______________________
FOR THE SELLER FOR THE BUYER
8.4 中外合作经营合同格式
合作经营企业合同
第一条 约因
__________有限公司，遵照__________法律注册的__________公司( 简称__________)，地址__________为甲方与__________有限公司，遵照__________法律注册的__________＿公司( 简称__________)，地址__________为乙方。
甲方和乙方( 简称双方)同意根据《中华人民共和国中外合资经营企业法》和《中华人民共和国中外合资经营企业法实施条例》及其他有关法律的规定，双方共同成立一家合作经营企业( 简称合营公司)。
合营公司的宗旨系引进专利，按专利提供技术诀窍进行合作生产。甲方提供生产厂房及所需设备，乙方提供专利技术。双方按本合同附件列明的项目投入。
合营公司由甲方独自经营管理，乙方承包使用技术的全过程，保证其产品达到合同规定的要求。乙方提供的专利技术按本合同第五条款规定，以提成费的办法作为补偿。
第二条 定义
本合同及附件中所引用的技术名词分别阐述，其意义兹明确如下：
2.1“产品”系指合同附件所列的产品。
2.2“专利”系指经登记获有专利权的和经登记获有实用型专利权的及本合同附件所列明的须经申请的专利技术。
2.3“技术”系指为满足生产、使用、保养及销售该产品所需的技术,并为乙方目前所持有的或将来能获得的并有权向第三者公开的技术数据、配方、生产程序、图纸、说明书、手册目录及信息等。
2.4 “商标”系指合同附件所列明的商标为准。
2.5 “技术协助”------按合同规定，乙方每年派出三(3)名生产和发展该产品的技术专家至合营公司生产部门指导生产，逗留期限由合营公司与乙方商定。该专家的薪俸及往返差旅费由乙方承担，在中国逗留期间的住宿、膳食及生活津贴由合营公司负担。
应合营公司的要求，乙方按双方商定的适当时间内派三(3)名技术专家至合营公司就有关生产、生产过程及销售产品等方面提供更有效的技术协助。合营公司应支付专家从受雇地至合营公司的差旅费及在中国期间的住宿、膳食及生活津贴等费用。
2.6“技术信息互换”-----在合同期限内，乙方将已改进的技术通知合营公司。合营公司在使用技术中作改进时，应通知乙方。经改进的技术，其所有权属改进的一方并受本合同载明的保密条款所约束。
2.7 乙方保证：按双方议定时间提供的技术信息应是准确的、完整的和清晰的并且由乙方提供的实用技术是最先进的；合营公司按乙方的要求，在正确的应用其技术的状况下，合营公司的产品应达到国际的先进水平。
第三条 专利和商标的使用
3.1按合同的规定生产\使用和销售该产品外,不经乙方同意,合营公司不得使用其专利\商标和技术。
3.2事先未得到书面同意，合营公司不得对所生产的产品进行修改。合营公司生产的产品与乙方生产的产品质量应相同。乙方有权采取任何必要的措施确保合营公司的产品达到规定的质量水平。
3.3在合同期限内乙方向合营公司提供的使用技术系在中国境内生产及销售其产品，并按合同条款的规定亦向乙方提供在国际市场中销售的产品。
3.4合营公司应乙方的请求，在可能的情况下，于适当的时候在__________以乙方的名义申请、登记、注册其提供的技术，使乙方获得其技术专利及专利权。
3.5合营公司按照双方的议定，在销售产品上须标志商标时，并标明该产品是按乙方的许可证制造。
3.6 合营公司出售的全部产品所使用的名称和标志均载明于附件。经乙方同意后合营公司可使用其他名称和商标在中国市场销售。
第四条 第三方伪造及侵犯
合营公司若发现有任何伪造的产品、或侵犯专利、或商标时，应立即通知乙方。虽然，仅乙方独家持有对其伪造产品或失常的使用产品、侵犯专利或商标时采取追究或多次诉讼或采取其他行动的权利，但乙方对合营公司就上述有关情况提出的各种建议，应给予适当的考虑。为此，乙方可用合营公司的名义作原告人或双方联合作原告人，合营公司对此不应无理由的予以拒绝，但须先取得合营公司的专题书面批准。
第五条 提成费
5.1 在合同期限内合营公司须向乙方为合营公司提供的技术及协助给予补偿费。
5.2 根据合同及附件的生效日起一百八十(180)天内合营公司应支付售出该产品的总净售额_______%的提成费。其提成费应根据该产品的净售价计算。
5.3 按合同附件规定的提成费应从得到该项技术之日起执行_____年，以后，每年递减_______%。
5.4 合营公司应保持完整、正确的记绿，便于确定向乙方支付的款额，乙方可派会计师代表乙方审查其记录，自______年___月___日起，于合同期限内每年每季度后六十(60)天内向乙方提供季度的销售报告。销售报告应列明上一个季度内出售产品数量的净售价并附上应支付的款额数字。销售报告应由合营公司主管财务者签署。
5.5 合营公司根据合同及乙方书面指定的银行将所得款额以美元按时汇至乙方。
第六条 技术培训
6.1 按合营公司的合同，乙方应向公司提供技术培训，为提高公司雇员的技术水平。
6.2 乙方同意向合营公司选拔的雇员按下述技术范围提供培训：__________产品的制造、发展、销售和使用；__________加工生产及有关工厂实习；培训其他有关的技术待合营公司与乙方协商而定。
6.3 乙方不提供与制造、销售或维修保养该产品无直接关系的任何事宜的培训，亦不提供乙方对第三方承担有保密义务项目的培训。
6.4 培训人数和内容、地点、期限及其他有关培训事宜由合营公司与乙方商定。
6.5 合营公司若需要求乙方派遣指导人员、技术专家及有关管理人员至中国对中方人员进行培训，合营公司应支付聘请人员从受雇地至合营公司的全部差旅费及在中国期间的住宿、膳食及生活津贴费用。
6.6 按本合同规定，合营公司属下的雇员凡参加并完成由乙方提供的培训计划者，自培训完结后1年内，不得向合营公司提出辞职。
第七条 优先条款
7.1 合营期间合营公司所需要的材料、设备、配件等在价格、供货时间和质量同等的条件下，必须优先购买和使用中华人民共和国制造的产品。
7.2 合营期间合营公司所需的各项服务，在费用、时间和服务质量同等的条件下，必须优先同中华人民共和国有关单位签订承包和技术服务合同。
7.3 在费用、时间和质量方面同等的条件下，合营公司必须优先购买和采用由甲、乙任何一方直接签订承包合同的一方所提供的货物和服务。
第八条 保密
合营公司承认并同意在合同期内由乙方提供的技术系属秘密。合营公司及其全体雇员和工作人员应按合同列明的目的而使用其技术。在未得到乙方事先书面同意，不得向任何第三者公开或透露此技术。自签署合同至终止合同，该项技术的保密期限为__________年。
第九条 合营期限
9.1 合营公司的合作经营期限是以合营公司取得营业执照签发之日起计算，为期_________年。
9.2 当合作经营期限届满前六( 6)个月，除双方同意终止外，合营公司的合作经营期限可按《中华人民共和国中外合资经营企业登记管理办法》规定继续作为期二(2)年的延长，但必须经过有关部门的批准并办理变更登记手续。
9.3 在未得到乙方事先专题书面的同意，合营公司或甲方应保证将全部技术和其他权利退还给乙方，且在将来任何时候无权继续使用与本合同有关的专利、商标或技术。
第十条 仲裁
10.1 甲、乙双方对本合同发生的任何争执应首先通过各方主管部门以互相信赖的精神予以解决。若于三十(30)天内双方主管部门不能解决时，双方可推荐第三方予以调解。
10.2 若于三十(30)天内调解不能解决时，甲方与乙方同意将争执提交中国国际贸易促进委员会对外经济贸易仲裁委员会，按仲裁程序暂行规定予以仲裁。
10.3 若对本合同的有效性、解释或强制执行等发生争执时，仲裁员应根据合同条款及国际商业惯例予以有效的解决。
10.4 在发生争执，并将争执提交仲裁过程中，除所争执并提交仲裁的争执者外，双方都应按本合同的规定，继续执行各自的权利和履行各自的义务。
10.5 仲裁的裁决是终局性的，对双方都有约束力，仲裁费由败诉方负担或由仲裁机构裁决。
第十一条 不可抗力
11.1 双方遇有无法控制的事件或情况应视为不可抗力事件，但不限于火灾、风灾、水灾、地震、爆炸、战争、叛乱、暴动、传染病及瘟疫。若遭受不可抗力事件的一方导致另一方不能履行合同规定的义务时，应将履行合同的时间延长，延长至与发生不可抗力事件所延误的时间相等。
11.2 遭受不可抗力事件影响的一方应立即用电报或电传将发生不可抗力的事件通知另一方，并于十五(15)天内用航空挂号信将政府或有关部门出具的发生不可抗力事件的证明书寄给另一方。若因不可抗力引起的延误时间超过六十(60)天时、双方应通过友好协商进一步解决履行合同事宜。
第十二条 合同文字和工作语言
12.1 本合同及附件用中、英文书就，两种文字均具有同等法律效力。
12.2 合营公司的重要文件，一律用中、英文书就，两种文字均具有同等法律效力。双方同意用英语和汉语为工作语言。
第十三条 其他
13.1本合同书就的标题，仅为醒目参考用，不影响本合同的意义和解释。
13.2合同的中、英文本各一(1)式四(4)份，每种文本双方各持二(2)份。
13.3 甲、乙方及合营公司之间的通讯来往均以中、英文为准。
13.4 按本合同规定任何一方发出的通知或通讯，应以书面文字为准并按对方的地址寄出后七(7)天，视为有效送达。
甲方代表：__________________ 乙方代表：________________
姓 名：__________________ 姓 名：________________
职 务：__________________ 职 务：________________
见证人：_________ 姓 名：__________ 职 务：____________ 日 期：___________
附：
________合同约定，双方提供的合作条件作为投资，而收回投资的办法是以加速折旧、增加利润幅度或以产品分售及采用提成费等办法来实现。合作期满后财产不再作清算分配，具体处理办法依双方所签契约中明文规定实施。合作经营、分工经营、委托一方经营或委托第三方经营管理，取何种方式视契约中规定的条款付诸实施。
甲方代表授权签字 乙方代表授权签字
＊ 实用型专利权系指在学术、技术、工艺等领域中具有创造性的发明并能解决实际问题，发明者提供图纸、模型及技术说明书等资料，经申请批准后可受到保护者，通称实用型(Practical)专利。
CONTRACT FOR SINO-FOREIGN COOPERATIVE JOINT VENTURE
Chapter 1 General Provisions
In accordance with the Law of the People's Republic of China on Chinese-Foreign Cooperative Joint Ventures and other relevant Chinese laws and regulations, _______Company and ______Company, in accordance with the principle of equality and mutual benefit and through friendly consultations, agree to jointly set up a Cooperative venture in _______the People's Republic of China.
Chapter 2 Parties of the Cooperative Venture
Article 1 Parties to this contract are as follows:
_______Company (hereinafter referred to as Party A), registered with ______in China, and its legal address is at______(street)_____(district)_____(city)____China. Legal representative: Name: _______; Position:________; Nationality:_________.
______Company (hereinafter referred to as Party B), registered with_______its legal address at_____. Legal representative: Name: Position: Nationality:.
Chapter 3 Establishment of the Cooperative Venture Company
Article 2 In accordance with the Cooperative Venture Law and other relevant Chinese laws and regulations, both parties of the Cooperative venture agree to set up _____ Cooperative venture limited liability company (hereinafter referred to as the Cooperative venture company).
Article 3 The name of the Cooperative venture company is______ Limited Liability Company. The name in foreign language is_______. The legal address of the joint venture company is at________ street _______ (city) _____ province, P.R. China (or the country the other party's nationality)
Article 4 All activities of the Cooperative venture company shall be governed by the laws, decrees and pertinent rules and regulations of the People’s Republic of China.
Article 5 The organization form of the Cooperative venture company is a limited liability company. The profits, risks and losses of the Cooperative venture company shall be shared by the parties according to the relevant provisions thereafter.
Chapter 4 The Purpose, Scope and Scale of Production and Business
Article 6 The goals of the parties to the Cooperative venture are to enhance economic cooperation technical exchanges, to improve the product quality, develop new products, and gain a competitive position in the world market in quality and price by adopting advanced and appropriate technology and scientific management methods, so as to raise economic results and ensure satisfactory economic benefits for each Cooperator. (Note: This article shall be written according to the specific situations in the contract).
Article 7 The productive and business scope of the Cooperative venture company is to produce _______ products; provide maintenance service after the sale of the products; study and develop new products. (Note: It shall be written in the contract according to the specific conditions).
Article 8 The production scale of the Cooperative venture company is as follows:
1. The production capacity after the Cooperative venture is put into operation is ______.
2. The production scale may be increased up to_______ with the development of the production and operation. The product varieties may be developed into _______.
Chapter 5 Total Amount of Investment and the Registered Capital
Article 9 The total amount of investment of the Cooperative venture company is RMB/USD/Euro______.
Article 10 The registered capital of the joint venture company is RMB ______. (Exclusive of the right to the use of the site or the right to the exploitation of the natural resources and premises contributed by Party A.)
Article 11 Party A and Party B will contribute the following to the cooperative venture: Party A: premises___m2 ,the right to the use of the site____m2 ; Party B: cash ___Yuan, machines and equipment __Yuan, industrial property ____Yuan, others ___Yuan, ____Yuan in all. (Note: When contributing industrial property as investment, Party A and Party B shall conclude a separate contract to be a part of this main contract).
Article 12 The right to the use of site contributed by Party A shall be for the use of the cooperative venture company within __days after the approval of the contract. The cash contributed by Party B shall be paid in______installment. (Each installment shall be as follows).
Article 13 The machines and equipment contributed by Party B as investment shall meet the needs of the cooperative venture company, and shall be carried to the Chinese port___ days before the completion of the premises construction.
Chapter 6 Responsibilities of Each Party to the Joint Venture
Article 14 Party A and Party B shall be respectively responsible for the following matters:
Responsibilities of Party A: Handling of applications for approval, registration, business license and other matters concerning the establishment of the cooperative venture company from relevant departments in charge of China; Processing the application for the right to the use of a site to the authority in charge of the land; Organizing the design and construction of the premises and other engineering facilities of the cooperative venture company; Assisting Party B to process import customs declaration for the machinery and equipment contributed by Party B as investment and arranging the transportation within the Chinese territory; Assisting the cooperative venture company in purchasing or leasing equipment, materials, raw materials, articles for office use, means of transportation and communication facilities etc.; Assisting the cooperative venture company in contacting and settling the fundamental facilities such as water, electricity, transportation etc.; Assisting the cooperative venture in recruiting Chinese management personnel, technical personnel, workers and other personnel needed; Assisting foreign workers and staff in applying for entry visas, work licenses and handling their travel procedures; Responsible for handling other matters entrusted by the cooperative venture company.
Responsibilities of Party B: Providing cash, machinery and equipment, industrial property... in accordance with the provisions of Article 11 and Article 12, 13, and responsible for shipping capital goods such as machinery and equipment etc. contributed as investment to a Chinese port; Handling the matters entrusted by the cooperative venture company, such as selecting and purchasing machinery and equipment outside China, etc.; Providing necessary technical personnel for installing, testing and trial production of the equipment as well as the technical personnel for production and inspecting; Training the technical personnel and workers of the cooperative venture company; In case Party B is the licensor, it shall be responsible for the stable production of qualified products of the cooperative venture company in the light of design capacity within the specified period; Responsible for other matters entrusted by the joint venture company. (note: It shall be written according to the specific situation).
Chapter 7 Distribution of Profits and Repayment for Party B's Investment
Article 15 The cooperative venture company shall distribute its profits in accordance with the following procedure after paying the income tax: ____% as allocations for reserve funds, expansion funds, welfare funds and bonuses for staff and workers of the cooperative venture company; ___% as repayment for Party B's Investment and____Years scheduled to pay back all Party B's Investment; ___% of the left distributed to Party A and _____% to Party B.
Chapter 8 Selling of Products
Article 16 The products of cooperative venture company will be sold both on the Chinese and the overseas market, the export portion accounts for_____%, ______% for the domestic market. (Note: An annual percentage and amount for outside and domestic selling will be written out according to practical operations, in normal conditions, the amount for export shall at least meet the needs of foreign exchange expenses of the joint venture company).
Article 17 Products may be sold on overseas markets through the following channels: The cooperative venture company may directly sell its products on the international market, accounting for __%. The cooperative venture company may sign sales contracts with Chinese foreign trade companies, entrusting them to be the sales agencies or exclusive sales agencies, accounting for ___%. The cooperative venture company may entrust Party B to sell its products, accounting for ___%.
Article 18 The cooperative venture's products to be sold in China may be handled by the Chinese materials and commercial departments by means of agency or exclusive sales, or may be sold by the cooperative venture company directly.
Article 19 In order to provide maintenance service to the products sold both in China or abroad, the cooperative venture company may set up sales branches for maintenance service both in China or abroad subject to the approval of the relevant Chinese department.
Chapter 9 The Board of Directors.
Article 20 The date of registration of the cooperative venture company shall be the date of the establishment of the board of directors of the cooperative venture company.
Article 21 The board of directors is composed of ______directors, of which___shall be appointed by Party A, ____by Party B. The chairman of the board shall be appointed by Party A, and its vice-chairman by Party B. The term of office for the directors, chairman and vice-chairman’s four years, their term of office may be renewed if continuously appointed by the relevant party.
Article 22 The highest authority of the cooperative venture company shall be its board of directors. It shall decide all major issues concerning the cooperative venture company. Unanimous approval shall be required for any decisions concerning major issues. As for other matters, approval by majority or a simple majority shall be required. (Note: It shall be explicitly set out in the contract).
Article 23 The chairman of the board is the legal representative of the cooperative venture company. Should the chairman be unable to exercise his responsibilities for any reason, he shall authorize the vice-chairman or any other directors to represent the joint venture company temporarily.
Article 24 The board of directors shall convene at least one meeting every year. The meeting shall be called and presided over by the chairman of the board. The chairman may convene an interim meeting based on a proposal made by more than one third of the total number of directors. Minutes of the meetings shall be placed on file.
Article 25 The meeting shall be valid only when more than two thirds of the total number of directors attend. In case of absence, the director shall entrust another person to attend and vote for him with a trust deed.
Chapter 10 Business Management Office.
Article 26 The cooperative venture company shall establish a management office which shall be responsible for its daily management. The management office shall have a general manager, appointed by Party ____, _____deputy general managers, _____by Party _____; _____by Party ______. The general manager and deputy general managers whose terms of office is _____years shall be appointed by the board of directors.
Article 27 The responsibility of the general manager is to carry out the decisions of the board and organize and conduct the daily management of the cooperative venture company. The deputy general managers shall assist the general manager in his work.
Article 28 The general manager shall report to the board of directors the operation conditions of the cooperative company every three months, and make a financial report every six months.
Article 29 In case of graft or serious dereliction of duty on the part of the general manager and deputy general managers, the board of directors shall have the power to dismiss them at any time.
Chapter 11 Labor Management.
Article 30 Labor contract covering the recruitment, employment, dismissal and resignation, wages, labor insurance, welfare, rewards, penalties and other matters concerning the staff and workers of the cooperative venture company shall be drawn up between the cooperative venture company and the trade union of the cooperative venture company as a whole, or the individual employees in the cooperative venture company as a whole or individual employees in accordance with the law of the People's Republic of China on Chinese-Foreign Cooperative Joint Ventures. The labor contracts shall, after being signed, be filed with the local labor management department.
Article 31 The appointment of high-ranking administrative personnel recommended by both parties, their salaries, social insurance, welfare and the standard of travelling expenses etc. shall be decided by the meeting of the board of directors.
Chapter 12 Taxes, Finance and Audit.
Article 32 The cooperative venture company shall pay taxes in accordance with the provisions of Chinese laws and other relative regulations.
Article 33 Staff members and workers of the cooperative venture company shall pay individual income tax according to the Individual Income Tax Law of the People's Republic of China.
Article 34 The fiscal year of the joint venture company shall be from January 1to December 31. All vouchers, receipts, statistic statements and reports shall be written in Chinese. (Note: A foreign language can be used concurrently with mutual consent).
Article 35 Financial checking and examination of the cooperative venture company shall be conducted by an auditor registered in China and reports shall be submitted to the board of directors and the general manager. In case Party B considers it necessary to employ a foreign auditor registered in another country to undertake annual financial checking and examination, Party A shall give its consent. All the expenses thereof shall be borne by Party B.
Article 36 In the first three months of each fiscal year, the manager shall prepare the previous year's balance sheet, profit and loss statement and proposal regarding the disposal of profits, and submit them to the board of directors for examination and approval.
Chapter 13 Duration of the Cooperative Venture
Article 37 The duration of the cooperative venture company is__ years. The establishment date of the joint venture company shall be the date on which the business license of the cooperative venture company is issued. An application for the extension of the duration, proposed by one party and unanimously approved by the board of directors, shall be submitted to the Ministry of Foreign Trade and Economic Cooperation (or the examination and approval authority entrusted by it) six months prior to the expiry date of the joint venture.
Chapter 14 The Disposal of Assets after the Expiration of the Duration
Article 38 Upon the expiration of the duration, the assets shall belong to Party A.
Chapter 15 Insurance.
Article 39 Insurance policies of the joint venture company on various kinds of risks shall be underwritten with the People's Republic of China. Types, value and duration of insurance shall be decided by the board of directors in accordance with the provisions of the People's Insurance Company of China.
Chapter 16 The Amendment, Alteration and Termination of the Contract
Article 40 The amendment of the contract or other appendices shall come into force only after a written agreement has been signed by Party A and Party B and approved by the original examination and approval authority.
Article 41 In case of inability to fulfill the contract or to continue operation due to heavy losses in successive years as a result of force majeure, the duration of the cooperative venture and the contract shall be terminated before the time of expiration after being unanimously agreed upon by the board of directors and approved by the original examination and approval authority.
,Chapter 17 Liability for Breach of Contract
Article 42 Should the cooperative venture company be unable to continue its operation or achieve its business purpose due to the fact that one of the contracting parties fails to fulfill the obligations prescribed by the contract and articles of association, or seriously violates the provisions of the contract and articles of association, that party shall be deemed to have unilaterally terminated the contract. The other party shall have the right to terminate the contract in accordance with the provisions of the contract after approval by the original examination and approval authority, and to claim damages. In case Party A and Party B of the cooperative venture company agree to continue the operation, the party who fails to fulfill its obligations shall be liable for the economic losses caused thereby to the joint venture company.
Article 43 Should either Party A or Party B fail to provide on schedule the contributions in accordance with the provisions defined in Chapter 5 of this contract, the party in breach shall pay to the other party_____Yuan, or ___% of the contribution starting from the first month after exceeding the time limit. Should the party in breach fail to provide after ___months, ____Yuan, or ___% of the contribution shall be paid to the other party, who shall have the right to terminate the contract and to claim damages from the party in breach in accordance with the provisions of Article 42 of the contract.
Article 44 Should all or part of the contract and its appendices be unable to be fulfilled owing to the fault of one party, the party in breach shall bear the liability thereof. Should it be the fault of both parties, they shall bear their respective liabilities according to the actual situation.
Article 45 In order to guarantee the performance of the contract and its appendices, both Party A and Party B shall provide each other with bank guarantees for performance of the contract within ___days after the contract comes into force.
Chapter 18 Force Majeure
Article 46 Should either of the parties to the contract be prevented from executing the contract by force majeure, such as earthquake, typhoon, flood, fire, war or other unforeseen events, and their occurrence and consequences are unpreventable and unavoidable, the prevented party shall notify the other party by telegram without any delay, and within 15 days thereafter provide detailed information of the events and a valid document for evidence issued by the relevant public notary organization explaining the reason of its inability to execute or delay the execution of all or part of the contract. Both parties shall, through consultations, decide whether to terminate the contract or to exempt part of the obligations for implementation of the contract or whether to delay the execution of the contract according to the effects of the events on the performance of the contract.
Chapter 19 Applicable Law
Article 47 The formation, validity, interpretation, execution and settlement of disputes in respect of, this contract shall be governed by the relevant laws of the People's Republic of China.
Chapter 20 Settlement of Disputes
Article 48 Any disputes arising from the execution of, or in connection with, the contract shall be settled through friendly consultations between both parties. In case no settlement can be reached through consultations, the disputes shall be submitted to the Foreign Economic and Trade Arbitration Commission of the China Council for the Promotion of International Trade for arbitration in accordance with its rules of procedure. The arbitral award is final and binding upon both parties.
Article 49 During the arbitration, the contract shall be observed and enforced by both parties except for the matters in dispute.
Chapter 21 Language
Article 50 The contract shall be written in Chinese and in ____. Both language versions are equally authentic. In the event of any discrepancy between the two aforementioned versions, the Chinese version shall prevail.
Chapter 22 Effectiveness of the Contract and Miscellaneous
Article 51 The appendices drawn up in accordance with the principles of this contract are integral parts of this contract, including: the project agreement, the technology transfer agreement, the sales agreement etc.
Article 52 The contract and its appendices shall come into force commencing from the date of approval of the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China (or its entrusted examination and approval authority).
Article 53 Should notices in connection with any party's rights and obligations be sent by either Party A or Party B by telegram or telex, etc., the Written letter notices shall be also required afterwards. The legal addresses of Party A and Party B listed in this contract shall be the posting addresses.
Article 54 The contract is signed in ___, China by the authorized representatives of both parties on __ (date).
For Party A For Party B
(Signature) (Signature)
8.5 CONTRACT FOR SINO-FOREIGN EQUITY JOINT VENTURE
Chapter 1 General Provisions
In accordance with the Law of the People's Republic of China on Joint Ventures Using Chinese and Foreign Investment (the "Joint Venture Law") and other relevant Chinese laws and regulations, ___Company and ___ Company, in accordance with the principle of equality and mutual benefit and through friendly consultations, agree to jointly invest to set up a joint venture enterprise in ____of the People's Republic of China.
Chapter 2 Parties of the Joint Venture
Article 1 Parties to this contract are as follows: ____Company (hereinafter referred to as Party A), registered with ____ in China, and its legal address is at _____ (street) ___ (district) _____ (city) _____China. Legal representative: Name: Position: Nationality: _____Company (hereinafter referred to as Party B), registered with ____. Its legal address at _____.Legal representative: Name:_____ Position: ____ Nationality:___.
Chapter 3 Establishment of the Joint Venture Company
Article 2 In accordance with the Joint Venture Law and other relevant Chinese laws and regulations, both parties of the joint venture agree to set up _______joint venture limited liability company ( hereinafter referred to as the joint venture company).
Article 3. The name of the joint venture company is _____Limited Liability Company. The name in foreign language is ____. The legal address of the joint venture company is at ______street ____(city)___ province.
Article 4 All activities of the joint venture company shall be governed by the laws, decrees and pertinent rules and regulations of the People's Republic of China.
Article 5 The Organization form of the joint venture company is a limited liability company. Each party to the joint venture company is liable to the joint venture company within the limit of the capital subscribed by it. The profits, risks and losses of the joint venture company shall be shared by the parties in proportion to their contributions to the registered capital.
Chapter 4 The Purpose, Scope and Scale of Production and Business
Article 6 The goals of the parties to the joint venture are to enhance economic co-operation technical exchanges, to improve the product quality, develop new products, and gain a competitive position in the world market in quality and price by adopting advanced and appropriate technology and scientific management methods, so as to raise economic results and ensure satisfactory economic benefits for each investor.
Article 7 The productive and business scope of the joint venture company is to produce ____ products; provide maintenance service after the sale of the products; study and develop new products.
Article 8 The production scale of the joint venture company is as follows:
1. The production capacity after the joint venture is put into operation is __________.
2. The production scale may be increased up to _____ with the development of the production and operation. The product varieties may be developed into ____. (or to be stipulated as per the specific situation)
Chapter 5 Total Amount of Investment and the Registered Capital
Article 9 The total amount of investment of the joint venture company is RMB ___ (or a foreign currency agreed upon by both parties).
Article 10 Investment contributed by the parties is Renminbi __________, which will be the registered capital of the joint venture company.
Of which: Party A shall pay __ Yuan, accounting for __%; Party B shall pay __Yuan, accounting for __%.
Article 11 Both Party A and Party B will contribute the following as their investment:
Party A: cash _____Yuan machines and equipment ____Yuan premises ___Yuan the right to the use of the site ____Yuan industrial property ____Yuan others ____ Yuan, ___ Yuan in all. Party B: cash ____Yuan machines and equipment _____Yuan industrial property ____Yuan others ____Yuan, ____Yuan in all.
(Note: for investment capital contributed in goods or industrial property, a separate contract shall be concluded by and between Parties A and B as a part of this governing contract).
Article 12 The registered capital of the joint venture company shall be paid in ______ installments by Party A and Party B according to their respective proportion of their investment. Each installment shall be as follows: (Note: it shall be written according to the specific conditions)
Article 13 In case any party to the joint venture intends to assign all or part of his investment subscribed to a third party, consent shall be obtained from the other party to the joint venture, and approval from the examination and approval authority is required. When one party to the joint venture assigns all or part of his investment, the other party has preemptive right.
Chapter 6 Responsibilities of Each Party to the Joint Venture
Article 14 Party A and Party B shall be respectively responsible for the following matters:
Responsibilities of Party A:
Handling of applications for approval, registration, business license and other matters concerning the establishment of the joint venture company from relevant departments in charge of China;
Processing the application for the right to the use of a site to the authority in charge of the land;
Organizing the design and construction of the premises and other engineering facilities of the joint venture company; Providing cash, machinery and equipment and premises ... in accordance with the provisions of Article 11;
Assisting Party B to process import customs declaration for the machinery and equipment contributed by Party B as investment and arranging the transportation within the Chinese territory;
Assisting the joint venture company in purchasing or leasing equipment, materials, raw materials, articles for office use, means of transportation and communication facilities etc.;
Assisting the joint venture company in contacting and settling the fundamental facilities such as water, electricity, transportation etc.;
Assisting the joint venture in recruiting Chinese management personnel, technical personnel, workers and other personnel needed;
Assisting foreign workers and staff in applying for entry visas, work licenses and handling their travel procedures; Responsible for handling other matters entrusted by the joint venture company.
Responsibilities of Party B:
Providing cash, machinery and equipment, industrial property ... in accordance with the provisions of Article 11, and responsible for shipping capital goods such as machinery and equipment etc. contributed as investment to a Chinese port; Handling the matters entrusted by the joint venture company, such as selecting and purchasing machinery and equipment outside China, etc.; Providing necessary technical personnel for installing, testing and trial production of the equipment as well as the technical personnel for production and inspecting; Training the technical personnel and workers of the joint venture company; In case Party B is the licensor, it shall be responsible for the stable production of qualified products of the joint venture company in the light of design capacity within the specified period; Responsible for other matters entrusted by the joint venture company. (Note: It can also be stipulated according to the specific situation).
Chapter 7 Transfer of Technology
Article 15 Both Party A and Party B agree that a technology transfer agreement shall be signed between the joint venture company and Party B (or a third party) so as to obtain advanced production technology needed for realizing the production and operation purpose and the production scale specified in Chapter 4 of the contract, including product design, manufacturing technology, means of testing, materials prescription, standard of quality and the training of personnel etc. (Note: it may also be amended as per practical situation)
Article 16 Party B offers the following guarantees on the transfer of technology: (Note: applicable in case of such transferring)
1. Party B guarantees that the overall technology such as the designing, manufacturing technology, technological process, tests and inspection of products (Note: The name of the products shall be written) provided to the joint venture company must be integrated, precise and reliable. It is to meet the requirement of the joint venture's operation purpose, and be able to obtain the standard of production quality and production capacity specified in the contract;
2. Party B guarantees that the technology specified in this contract and the technology transfer agreement shall be fully transferred to the joint venture company, and pledges that the provided technology should be truly advanced among the same type of technology produced by Party B, the model, specification and quality of the equipment are excellent and it is to meet the requirement of technological operation and practical usage;
3. Party B shall work out a detailed list of the provided technology and technological service at various stages as specified in the technology transfer agreement to be an appendix to the contract, and guarantee its performance;
4. The drawings, technological conditions and other detailed information are part of the transferred technology and shall be provided on time;
5. During the term of the technology transfer agreement, Party B shall provide the joint venture company with any improvements in the technology and the improved information and technological materials in time, and shall not charge separate fees;
6. Party B shall guarantee that the technical personnel and the workers in the joint venture company can master all the technology transferred within the period specified in the technology transfer agreement.
Article 17 In case Party B fails to provide equipment and technology in accordance with the provisions of this contract and the technology transfer agreement or in case any deceiving or concealing actions are found, Party B shall be responsible for compensating the direct losses to the joint venture company.
Article 18 The technology transfer fee shall be paid in royalties. The royalty rate shall be __% of the net sales value of the products. The term for royalty payment is the same as the term for the technology transfer agreement specified in Article 19 of this contract.
Article 19 The term for the technology transfer agreement signed by the joint venture company and Party B is ___ years. After the expiration of the technology transfer agreement, the joint venture company shall have the right to exploit, research and develop the imported technology continuously.
(Note: The term for a technology transfer agreement is generally no longer than 10 years, and it shall be approved by the Ministry of Foreign Trade and Economic Cooperation or other examination and approval authorities entrusted by the Ministry of Foreign Trade and Economic Cooperation).
Chapter 8 Selling of Products
Article 20 The products of joint venture company will be sold both on the Chinese and the overseas market, the export portion accounts for ____%, ____% for the domestic market.
(Note: An annual percentage and amount for outside and domestic selling will be written out according to practical situations, in normal conditions, the amount for export shall at least meet the needs of foreign exchange expenses of the joint venture company).
Article 21 Products may be sold on overseas markets through the following channels: The joint venture company may directly sell its products on the international market, accounting for __%. The joint venture company may sign sales contracts with Chinese foreign trade companies, entrusting them to be the sales agencies or exclusive sales agencies, accounting for ___%. The joint venture company may entrust Party B to sell its products, accounting for ___%.
Article 22 The joint venture's products to be sold in China may be handled by the Chinese materials and commercial departments by means of agency or exclusive sales, or may be sold by the joint venture company directly.
Article 23 In order to provide maintenance service to the products sold both in China or abroad, the joint venture company may set up sales branches for maintenance service both in China or abroad subject to the approval of the relevant Chinese department.
Article 24 The trade mark of the joint venture's products is _____.
Chapter 9 The Board of Directors
Article 25 The date of registration of the joint venture company shall be the date of the establishment of the board of directors of the joint venture company.
Article 26 The board of directors is composed of ____directors, of which _____shall be appointed by Party A, ____by Party B. The chairman of the board shall be appointed by Party A, and its vice-chairman by Party B. The term of office for the directors, chairman and vice-chairman is four years, their term of office may be renewed if continuously appointed by the relevant party.
Article 27 The highest authority of the joint venture company shall be its board of directors. It shall decide all major issues (Note: The main contents shall be listed in the light of Article 36 of the Implementing Regulations for the Joint Venture Law) concerning the joint venture company. Unanimous approval shall be required for any decisions concerning major issues. As for other matters, approval by majority or a simple majority shall be required. (Note: It shall be explicitly set out in the contract).
Article 28 The chairman of the board is the legal representative of the joint venture company. Should the chairman be unable to exercise his responsibilities for any reason, he shall authorize the vice- chairman or any other directors to represent the joint venture company temporarily.
Article 29 The board of directors shall convene at least one meeting every year. The meeting shall be called and presided over by the chairman of the board. The chairman may convene an interim meeting based on a proposal made by more than one third of the total number of directors. Minutes of the meetings shall be placed on file.
Chapter 10 Business Management Office
Article 30 The joint venture company shall establish a management office which shall be responsible for its daily management. The management office shall have a general manager, appointed by Party _____, ____ deputy general managers, _______by Party ___; ____by Party ___. The general manager and deputy general managers whose terms of office is ________ years shall be appointed by the board of directors.
Article 31 The responsibility of the general manager is to carry out the decisions of the board and organize and conduct the daily management of the joint venture company. The deputy general managers shall assist the general manager in his work. Several department managers may be appointed by the management office, they shall be responsible for the work in various departments respectively, handle the matters handed over by the general manager and deputy general managers and shall be responsible to them.
Article 32 In case of graft or serious dereliction of duty on the part of the general manager and deputy general managers, the board of directors shall have the power to dismiss them at any time.
Chapter 11 Purchase of Equipment
Article 33 In its purchase of required raw materials, fuel, parts, means of transportation and articles for office use, etc., the joint venture company shall give first priority to purchase in China where conditions are the same.
Article 34 In case the joint venture company entrusts Party B to purchase equipment on the overseas market, persons appointed by the Party A shall be invited to take part in the purchasing.
Chapter 12 Preparation and Construction
Article 35 During the period of preparation and construction, a preparation and construction office shall be set up under the board of directors. The preparation and construction office shall consist of ___ persons, among which ___ persons will be from Party A, __ persons from Party B. The preparation and construction office shall have one manager recommended by Party __, and one deputy manager by Party ___. The manager and deputy manager shall be appointed by the board of directors.
Article 36 The preparation and construction office is responsible for the following concrete works: examining the designs of the project, signing the project construction contract, organizing the purchase and inspection of related equipment, materials, etc., working out the general schedule of project construction, compiling the expenditure plans, controlling project financial payments and final accounts of the project, drawing up managerial methods and keeping and filing documents, drawings, files and materials, etc., during the construction period of the project.
Article 37 A technical group with several technical personnel appointed by Party A and Party B shall be organized. The group, under the leadership of the preparation and construction office, is in charge of the examination, supervision, inspection, testing, checking and accepting, and performance checking of the project design, the quality of the project, the equipment and materials and the imported technology.
Article 38 After approval by both parties, the establishment, remuneration and the expenses of the staff of the preparation and construction office shall be covered in the project budget.
Article 39 After having completed the project and finished the turning over procedures, the preparation and construction office shall be dissolved upon the approval of the board of directors.
Chapter 13 Labor Management
Article 40 Labor contract covering the recruitment, employment, dismissal and resignation, wages, labor insurance, welfare, rewards, penalties and other matters concerning the staff and workers of the joint venture company shall be drawn up between the joint venture company and the trade union of the joint venture company as a whole, or the individual employees in the joint venture company as a whole or individual employees in accordance with the Regulations of the People’s Republic of China on Labor Management in Joint Ventures Using Chinese and Foreign Investment and its Implementing Rules. The labor contracts shall, after being signed, be filed with the local labor management department.
Article 41 The appointment of high-ranking administrative personnel recommended by both parties, their salaries, social insurance, welfare and the standard of travelling expenses etc. shall be decided by the meeting of the board of directors.
Chapter 14 Taxes, Finance and Audit
Article 42 The joint venture company shall pay taxes in accordance with the provisions of Chinese laws and other relative regulations.
Article 43 Staff members and workers of the joint venture company shall pay individual income tax according to the Individual Income Tax Law of the People’s Republic of China.
Article 44 Allocations for reserve funds, expansion funds of the joint venture company and welfare funds and bonuses for staff and workers shall be set aside in accordance with the provisions of the Joint Venture Law. The annual proportion of allocations shall be decided by the board of directors according to the business situation of the joint venture company.
Article 45 The fiscal year of the joint venture company shall be from January 1 to December 31. All vouchers, receipts, statistic statements and reports shall be written in Chinese. (Note: A foreign language can be used concurrently with mutual consent).
Article 46 Financial checking and examination of the joint venture company shall be conducted by an auditor registered in China and reports shall be submitted to the board of directors and the general manager. In case Party B considers it necessary to employ a foreign auditor registered in another country to undertake annual financial checking and examination, Party A shall give its consent. All the expenses thereof shall be borne by Party B.
Article 47 In the first three months of each fiscal year, the manager shall prepare the previous year's balance sheet, profit and loss statement and proposal regarding the disposal of profits, and submit them to the board of directors for examination and approval.
Chapter 15 Duration of the Joint Venture
Article 48 The duration of the joint venture company is ___ years. The establishment date of the joint venture company shall be the date on which the business license of the joint venture company is issued. An application for the extension of the duration, proposed by one party and unanimously approved by the board of directors, shall be submitted to the Ministry of Foreign Trade and Economic Cooperation (or the examination and approval authority entrusted by it) six months prior to the expiry date of the joint venture.
Chapter 16 The Disposal of Assets after the Expiration of the Duration
Article 49 Upon the expiration of the duration, or termination before the date of expiration of the joint venture, liquidation shall be carried out according to the relevant laws. The liquidated assets shall be distributed in accordance with the proportion of investment contributed by Party A and Party B.
Chapter 17 Insurance
Article 50 Insurance policies of the joint venture company on various kinds of risks shall be underwritten with the People's Republic of China. Types, value and duration of insurance shall be decided by the board of directors in accordance with the provisions of the People's Insurance Company of China.
Chapter 18 The Amendment, Alteration and Termination of the Con- tract
Article 51 The amendment of the contract or other appendices shall come into force only after a written agreement has been signed by Party A and Party B and approved by the original examination and approval authority.
Article 52 In case of inability to fulfill the contract or to continue operation due to heavy losses in successive years as a result of force majeure, the duration of the joint venture and the contract shall be terminated before the time of expiration after being unanimously agreed upon by the board of directors and approved by the original examination and approval authority.
Article 53 Should the joint venture company be unable to continue its operation or achieve its business purpose due to the fact that one of the contracting parties fails to fulfill the obligations prescribed by the contract and articles of association, or seriously violates the provisions of the contract and articles of association, that party shall be deemed to have unilaterally terminated the contract. The other party shall have the right to terminate the contract in accordance with the provisions of the contract after approval by the original examination and approval authority, and to claim damages. In case Party A and Party B of the joint venture company agree to continue the operation, the party who fails to fulfill its obligations shall be liable for the economic losses caused thereby to the joint venture company.
Chapter 19 Liability for Breach of Contract
Article 54 Should either Party A or Party B fail to pay on schedule the contributions in accordance with the provisions defined in Chapter 5 of this contract, the party in breach shall pay to the other party _________% of the contribution starting from the first month after exceeding the time limit. Should the party in breach fail to pay after 3 months, __________% of the contribution shall be paid to the other party, who shall have the right to terminate the contract and to claim damages from the party in breach in accordance with the provisions of Article 53 of the contract.
Article 55 Should all or part of the contract and its appendices be unable to be fulfilled owing to the fault of one party, the party in breach shall bear the liability therefore. Should it be the fault of both parties, they shall bear their respective liabilities according to the actual situation.
Article 56 In order to guarantee the performance of the contract and its appendices, both Party A and Party B shall provide each other with bank guarantees for performance of the contract.
Chapter 20 Force Majeure
Article 57 Should either of the parties to the contract be prevented from executing the contract by force majeure, such as earthquake, typhoon, flood, fire, war or other unforeseen events, and their occurrence and consequences are unpreventable and unavoidable, the prevented party shall notify the other party by telegram without any delay, and within 15 days thereafter provide detailed information of the events and a valid document for evidence issued by the relevant public notary organization explaining the reason of its inability to execute or delay the execution of all or part of the contract. Both parties shall, through consultations, decide whether to terminate the contract or to exempt part of the obligations for implementation of the contract or whether to delay the execution of the contract according to the effects of the events on the performance of the contract.
Chapter 21 Applicable Law
Article 58 The formation, validity, interpretation, execution and settlement of disputes in respect of, this contract shall be governed by the relevant laws of the People's Republic of China.
Chapter 22 Settlement of Disputes
Article 59 Any disputes arising from the execution of, or in connection with, the contract shall be settled through friendly consultations between both parties. In case no settlement can be reached through consultations, the disputes shall be submitted to the Foreign Economic and Trade Arbitration Commission of the China Council for the Promotion of International Trade for arbitration in accordance with its rules of procedure. The arbitral award is final and binding upon both parties. Or
Any disputes arising from the execution of, or in connection with the contract shall be settled through friendly consultations between both parties. In case no settlement can be reached through consultations, the disputes shall be submitted to ____Arbitration Organization in ____for arbitration in accordance with its rules of procedure. The arbitral award is final and binding upon both parties. Or
Any disputes arising from the execution of, or in connection with the contract shall be settled through friendly consultations between both parties. In case no settlement can be settled through consultations, the disputes shall be submitted for arbitration.
Arbitration shall take place in the defendant's country. If in China, arbitration shall be conducted by the Foreign Economic and Trade Arbitration Commission of the China Council for the Promotion of International Trade in accordance with its rules of procedure.
If in ____, the arbitration shall be conducted by ____in accordance with its rules of procedure. The arbitral award is final and binding upon both parties.(Note: When formulating contracts, only one of the above-mentioned provisions can be used).
Article 60 During the arbitration, the contract shall be observed and enforced by both parties except for the matters in dispute.
Chapter 23 Language
Article 61 The contract shall be written in Chinese and in ___________. Both language versions are equally authentic. In the event of any discrepancy between the two aforementioned versions, the Chinese version shall prevail.
Chapter 24 Effectiveness of the Contract and Miscellaneous
Article 62 The appendices drawn up in accordance with the principles of this contract are integral parts of this contract, including: the project agreement, the technology transfer agreement, the sales agreement etc.
Article 63 The contract and its appendices shall come into force commencing from the date of approval of the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China (or its entrusted examination and approval authority).
Article 64 Should notices in connection with any party's rights and obligations be sent by either Party A or Party B by telegram or telex, etc., the written letter notices shall be also required afterwards. The legal addresses of Party A and Party B listed in this contract shall be the posting addresses.
Article 65 The contract is signed in ____, China by the authorized representatives of both parties on _____
For Party A For Party B
(Signature) (Signature)
8.6 Practice on contracts in international trade
1 Multiple Choices as practice on the Contracts
1) This Sales Contract is made by and between the Seller and the Buyer ______ the Seller agree to sell and the Buyer agrees to buy the under-mentioned goods according to the terms and conditions stipulated below.
a. whereby b. that c. which d. what
2) Payment is to be made by an Irrevocable Sight L/C _______ 2000 M/Ts of steel.
a. under b. against c. covering d. as per
3). Insurance is to be effected _____the Seller _____ 110% ____ the invoice value ____ All Risks
a. with/for/of/against b. to/of/for/with c. by/for/of/against d. in/about/of/for
4).The contract stipulates that shipment is to be made within one month _____ receipt of the L/C.
a. after b. during c. before d. for
5) The findings of theirs shall be considered final and binding _____ both parties.
a. by b. upon c. about d. for
6) Party A agrees to reserve for Party B a commission of 1% on the ____ of FOB value of the business thus concluded. a. form b. base c. basis d. way
7) All the additional premium shall be ____ the Buyer’s account.
a. on b. for c. at d. of
8) The Buyer lodged a claim ______ the shipping company _____ the loss sustained in transmit.
a. to/to b. before/to c. of/with d. against/for
9) We have always honored our commitment to pay the drafts _____.
a. expire b. due c. scheduled d. valid
10) Payment terms are by irrevocable sight L/C for 90% of the total invoice value of the goods to be shipped payable ______ at sight.
a. with draft b. by draft c. for draft d. to draft
11) We will _____ if you will do your best to promote this new product of ours.
a. enjoy b. please it c. appreciate d. appreciate it
12) Some customers requested us to ______ our price because they considered it to high.
a. make down b. get down c. take down d. bring down
13) Insurance is to be ______ by the Buyer if a transaction is concluded on FOB or CFR basis.
a. taken b. covered c. done d. made
14) Please _______ the shipping marks are in strict conformity with those in the L/C.
a. notice b. be certain c. see your way to d. see to it that
15) The ______ of 10% the proceeds is t6o be paid only after the goods have been inspected and approved at the port of destination.
a. balance b. cash c. money d. income
16) The Seller shall effect insurance for 110% of the invoice value against All Risks and War Risks _____ the relevant Ocean Marine Cargo of the People’s Insurance Company of China.
a. with b. of c. as per d. as of
17) The decision of the arbitration shall be accepted as final and ______ upon both Parties.
a. bound b. binded c. bounded d. binding
18) The Seller are allowed to _____ 5% more or less and the price shall be calculated according to the unit price.
a. make b. load c. add up to d. unload
19) The stipulations of the L/C should ______ those of the Contract
a. agree to b. agree in c. agree on d. agree with
20) The L/C is to be opened _____ Party A’s favor and must reach Party A not later than May 4, 2001
a. at b. in c. to d. for
21) If the Buyer ________ concluding business directly with Party A, Party A may do so.
a. insists in b. insists to c. insists on d. insists of
22) During the period of this Agreement, both Parties should strictly _____ the terms and conditions hereof.
a. abide by b. abide with c. abdie of d. abide in
23) In the event of any breach of the terms by one party, the other party ____ to claim the termination of this Agreement.
a. are entitled b. be entitled c. is entitled d. entitles
24) If business had been carried out to our satisfaction, we ____ to sign the Agency Agreement.
a. had agreed b. already agreed c. shall agree c. should have agreed
25) This Agreement may be ____ 6 months before its expiry.
a. renewed b. delayed c. expanded d. postponed
26) ABC Company will tender ____ the construction of a new railway.
a. in b. for c. by d. on
27) We have completed the above shipment in accordance with the stipulations set ________ in L/C No.123.
a. on b. forth c. back d. off
28) We would like to barter farm products ______ your TV sets.
a. at b. on c. for d. to
29) You must be responsible for all the loss ____ from your delay in shipment.
a. arising b. rising c. arousing d. have arisen
30) This Agreement is made out in ______ Chinese ________ English languages, each in two originals and one original of each is to be held by Party A and Party B.
a. both/and b. either/or c. not only/but also d. neither/nor
31)After expiration of the contracted period of two years, the supplied equipment and tools will become our property _____.
a. with charge b. free charge c. uncharged d. free of charge
32) All parts and components made in Guangzhou must _____ the standards of quality, and be approved by Party A beforehand.
a. add up to b. measures up to c. be measured up to d. be made of
33) Our system of mass production will render low prices ________.
a. to be possible b. able c. possible d. to be impossible
34) Our invoice amounting to $20000 ____ the first consignment per s.s “East Wind”.
a. pays b. covers c. includes d. comprises
35)Parts and components either to be supplied by Party A or to be purchased in Guangzhou by Party B are_______ the list attached.
a. as for b. as to c. as per d. as yet
36)We must make a liberal allowance _________ such unforeseen circumstances arising during transmit
a. off b. for c. on d. of
37) They have mutually agreed that Party A _______ Party B with the manufacturing of TV sets in Guangzhou with all necessary parts and components supplied by Party A.
a. entrusts b. gives c. authorize d. appoints
38) If both parties are ______breach of a contract, each party shall bear its respective liability.
a. to b. at c. on d. in
39) On taking over the products, your representatives shall give us a RECEIPT _____ that the finished products have been inspected.
a. certified b. certifying c. having been certified d. being certified
40) Your claim for the loss sustained is to be _______ with the insurance company.
a. met b. compensated c. filled d. satisfied
41) Parry B undertakes to compensate Party B for the contract amount by exporting ______ 3000 cartons of Canned Asparagus.
a. in two lots b. in two lot c. with two lots d. with two lot
42) The stipulations of this reciprocal L/C shall be in _____ with those in this Agreement.
a. conformation b. confirmation c. conformity d. conform
43) In case the delivered value of feather exceeds that of machinery equipment, Party B shall ship such additional spare parts as indicated by Party A to _____ the difference.
a. get off b. set off c. get up d. set up
44) Both Parties shall ______ the terms and conditions agreed upon.
a. carry on b. carry out c. take on d. take out
45) An irrevocable Letter of Guarantee will be issued in your favor by the Bank of China to ______ timely payment of the installments with the interest due.
a. demand b. claim c. guarantee d. offer
46)They will compensate your ______ the loss according to the provisions of the insurance policy.
a. for b. on c. with d. in
47) Party B shall establish in favor of Party A an irrevocable Banker’s Acceptance L/C in payment ____ the equipment _____ an amount not less than HK$22 million.
a. of/for b. to/for c. for/at d. for/for
48) The B/L is to be made out to _____ and blank endorsed.
a. instruction b. offer c. mark c. order
49) Party A will put five local fitters ______ the two specialists＇disposal.
a. for b. at c . on d. within
50) Party B shall after effecting shipment, _____ forthwith to Party A through CC Bank the under- mentioned documents.
a. ship b. forward c. give d. transfer
51) The Lesser agrees to _____ and the Lessee agrees to take in the equipment stated in the Appendix.
a. let out b. lend to c. lease out c. lease to
52) This Agreement is made out in ______ the Chinese ______ English languages, each in two originals and one original of each in to be held by Party A and Party B.
a. both/and b. either/or c. not only/but also d. neither/nor
53) The lesser shall not _____ the equipment to a third party without the Lesser’written permission.
a. sub-let b. sub-lease c. transfer c. offer
54) The lease company, as a Lesser, then _____ for the purchased equipment to the Lessee on a rent basis.
a. gives b. offers c. rents c. presents
55) At the expiration of the lease, the equipment should ____ to us in good condition.
a. be sold b. be lent c. be given d. be returned
56) In the primary terms of a financial lease, the _____ cover the full cost of the equipment.
a. income b. rentals c. cash ,; d. expenses
57) The terms of the lease shall be ten years commencing from the date of the B/L ___ in Article 5.
a. referring b. referring to c. refer d. referred to
58) IF the Lessee fails to make payment on time, the Lesser shall pay to the Lesser as overdue fine one percent interest more than the rate _____ by the lesser’s bank for long term loans.
a. put off b. put on c. put up d. put out
59) AA Leasing Co. New York,( ______ called the Lesser) and BB Plant, Guangzhou (____ called the Lessee) hereby enter into this Contract according to following terms.
a. hereinafter/hereinafter b. thereinafter/thereby c. thereby/hereinafter d. herein/herewith
60) The defaulting party shall be liable to _____ the terminating party the financial losses caused by such a break.
a. pay b. paying c. be paid d. being paid
61) An employee shall remain at his post and persist _____ pursuit of high competency.
a. at b. on c. in d. for
62) In case of sick leave, Party B shall be notified in time and doctor’s ____shall be produced if the leave exceeds 2 days.
a. word b. wording c. notice c. certificate
63). A work day shall not exceed 8 hours and a work week shall be ______.
a. longer no than 5 days b. no longer than 5 days c. 5 days long than d. longer than 5 days
64) Party B undertakes to pay for midnight meal ____ for overtime work extending beyond 10 p.m.
a. allowance b. discount c. concession d. rebates
65)As to those employees who cannot take their annual home leave because of their indispensability to work, an extra 10-day _______ shall be paid in lieu thereof.
a. sum b. amount c. money d. wage
66) When an employee is injured while _____ Party B undertakes to pay expenses for medical treatment and nutrition.
a. for duty b. on duty c. in duty d. by duty
67) This Contract enters into force upon ______ for a period of one whole year.
a. recognition b. consent c. signature d. acceptance
68) The employer shall complete all the necessary entry procedures and inform BBB accordingly, so as to ______ for the Personnel.
a. enabling BBB to procure visas b. facilitating BBB to get visas
c. benefit BBB to get visas d. facilitate BBB’s procurement of visas
69) This Agreement is _____ in quadruplicate, each Party holding two copies.
a. made out b. made on c. made into d. made off
70) This Contract is _____ concluded through consultation between the Service Co., Guangzhou and WXY Co., Hong Kong in respect of engagement of Chinese employees.
a. hereby b. whereby c. thereof d. thereon
71) We are _____ of undertaking large construction projects worth more than US$100 million.
a. able b. capable c. available d. acceptable
72) The insurance shall be ______ from the time of the engineer’s departure from China up to the time of his arrival in China on return.
a. effective b. effecting c. effect d. effected
73)The contents of the bidding documents mentioned above shall be _________.
a. as following b. as followed c. as follow d. as follows
74) Chinese construction firms have ______ technical and managerial personnel in various constructions.
a. qualified b. qualifying c. quality d. unqualified
75) Contract shall be _____ the bidder whose quotation is considered to be most advantageous to Ethiopian Government.
a. awarding to b. awarded to c. awarding of d. awarded in
76) The tenders Committee _______ the right to reject any or all quotations received.
a. is keeping b. is maintaining c. reserves d. reserve
77) Performers bond amounting to 10% of the total value of the works _____ is required when signing the contract.
a. bidding upon b. bade upon c. bid upon d. bided upon
78). Quotations shall _____ in wax sealed envelopes and addressed to the Office specified in the Invitation to Bid.
a. be closed b. enclosed c. be enclosed d. be included
79) Bids _____ building the bridge were invited from British and American firms.
a. at b. on c. with d. for
80) China’s building firms are ______ to expand their business abroad, learn the local construction practices and provide their excellent services.
a. dong efforts b making efforts c. dong effect d. making effect
81)The joint venture should apply for the extension of term of operation _______.
a. before expiration six months b. before six months expiration
c. six months before expiration d. six months expiration before
82) The two agreed to _____ a joint venture in China.
a. embark b. intend c. engage d. enter into
83) The company is a _____ liable company and a legal person under the laws of the People’s Republic of China.
a. limit b. limited c. limiting c. incorporation
84) “Joint Venture” means a _____ usually temporary but sometimes permanent, formed by two or more persons or companies.
a. factory b. partnership c. firm d. organization
85)A joint venture _____ a loan shall satisfy some conditions.
a. applied b. applied for c. applying d. applying for
86) Joint Venture will help China _____ shortage of funds.
a. make b. increase c. decrease d. make up
87) The bank will, as _____ by the national policies, laws and regulations, give joint ventures active support.
a. called at b. called for c. called forth d. called off
88) The investment to be contributed by Party A shall be _____ Hong Kong dollars.
a. in b. by c. with d. for
89) This Contract shall _______ after it has been approved by the examination and approval authority of China.
a. come to terms b. come to effect c. come into force d. come through
90) In our country, the right to make new laws is vested _____ the People’s Congress.
a. on b. to c. at d. in
91) The issue related to taxes will be ______ in accordance with the taxation laws in China.
a. dealt b. dealt in c. dealt to d. dealt with
92) An oil refinery wholly owned by the Company will be _____ to refine the crude oil produced by the Company.
a. set off b. set up c. set by d. set forth
93) The Chinese Corp. shall apply to the relevant departments for reduction or exemptions with regard to business and income ______and customs ______ on imports and exports.
a. tariffs/duties b. duties/taxes c. taxes/duties d. duties/tariffs
94) The company shall open a foreign exchange _____with the Bank of China.
a. account deposit b. deposit c. money account d. deposit account
95) All insurance _____ shall be paid from the Company’s total business income.
a. sum b. premium c. money d. proceeds
96) The company shall provide the necessary conditions for the company trade union to _____ its activities.
a. carry forward b. carry off c. carry back d. carry out
97) We have to _____ Contract No. 180 because of the Force Majeure incident.
a. end b. finish c. terminate d. complete
98) The Company shall be registered in Guangzhou, China and ______ and protected by the Law of the People’s Republic of China.
a. looked after b. taken care of c. cared d. governed
99) Insurance on the wages and salaries of the staff and workers shall be at the discretion of the ______ of Directors.
a. Board b. Group c. Mass d. Pile
100) The joint venture managerial institution ______ six members.
a. compose of b. composed of c. is composed of d. is composed
101) Terms and conditions shall be _____ mutual discussion and agreement between Party A and Party B.
a subjected b. subject c. subject for d. subject to
102) Both parties shall solve any problems _____ from the Contract in cooperative manner.
a. rising b. risen c. arising d. arisen
103) Party A and Party B shall be _____ by the final decision made by Arbitration.
a. binding b. bound c. borne d. born
104) The Equipment as used ______ shall mean the following.
a. hereof b. hereby c. herewith d. herein
105) In such case, no party shall have any claim for damages or other compensation from any party and this agreement shall be considered _____ from the beginning.
a. non and void b. null and void c. valid and void d. effective and void
106) Method of payment shall be ____ irrevocable L/C payable _____ sight _____US currency.
a. with/at/by b. by/on/with c. on/by/with d. by/at/in
107) DEF Co. shall consider marketing finished products to Europe and Africa when the quality _____ to be satisfactory.
a. turn b. turns out c. turns on d. turns in
108) We must _____ for all consequence arising therefrom.
a. hold you responsible b. ask you to respect c. keep you responsibility d. request you reliable
109) The export credit should not be made for more than _____ per cent of the contract value.
a. 75 b. 80 c. 85 d. 90
110. Export credits are usually financed in the currency of the _____ country, but there have been occasions where USD dollars were used instead.
a. import b. export c. third d. importer’s
2. Put the following agreement into Chinese
Technical and commercial Co-operation Agreement
On the one hand, Mr RENATO FONTANA, as legal agent, acting in the name and on behalf of OMG ZANOLETTI SRL (hereinafter, “OMG”), a company duly incorporated under the laws of Italy, with its registered office at via Carducci 11, 25060 Ponte Zanano ( Brescia ), Italy, acting as Managing Director of OMG, with sufficient legal authority to enter into this Agreement;
And, on the other hand, Mr. QU DEHUA, as legal agent, acting in the name and on behalf of JINGZHOU LOTUS MACHINE TOOL CO. LTD, (hereinafter, “LOTUS”) a company duly incorporated under the laws of the People’s Republic of China, with its registered office at
146 ANXINQIAO RD., JINGZHOU, HUBEI, CHINA; acting as Chairman of Board of LOTUS, with sufficient legal authority to enter into this Agreement;
Both parties, acknowledging one another as having the necessary legal capacity to enter into this Agreement,
WITNESSETH
a) Whereas OMG is dedicated to manufacturing and selling industrial machinery such as Universal lathes, Teaching lathes, CNC Lathes in Europe and worldwide and has acquired and possesses valuable technical information on their design, manufacture and use;
b) Whereas LOTUS is an experienced industrial machinery manufacturer in China, producing industrial machinery competitive with OMG's industrial machinery but with lower production costs;
c) Whereas OMG and LOTUS have met and discussed the opportunity to start a co-operation between them for the production and sale from LOTUS to OMG of the semi-finished and/or complete Universal lathes and Teaching lathes up to 600 mm Swing over the bed incorporated with technologies unique to OMG (hereinafter "Products").
The parties agree as follows
DEFINITION
“Technical Information” means all the technical knowledge, know-how, standard calculations, data and information developed or otherwise generally used by OMG pertaining to the manufacture and use of the Products.
ART. 1 - PURPOSE
1.1 LOTUS agrees to manufacture and sell to OMG on an exclusive basis the Products, in accordance with the “Technical Information” and any further instruction by OMG. Therefore, LOTUS is not entitled to distribute and sell neither the Products above specified nor its actual C6248, C6251, C6256 production with OMG “Technical Information” to any entity other than OMG or a designee thereof for the duration of this Agreement.
1.2 To the purposes of Art. 1.1 herein above, OMG hereby grants LOTUS a free of charge, non-exclusive and non-transferable right, while this agreement remains in force, to manufacture the Products using the “Technical Information” furnished by OMG at the local factory of LOTUS based in Jingzhou – the People's Republic of China.
1.3 LOTUS may not grant sub-licences under this Agreement for the use of the “Technical Information” and it is further understood that this agreement confers no ownership rights on LOTUS in respect of OMG’s “Technical Information” or any other industrial property rights or know-how rights currently or in the future owned by OMG. 1.4 LOTUS is not supposed to adopt any variation unique to OMG in any manner, unless mutually agreed, to the Products.
1.5 LOTUS acknowledges that OMG has an overriding interest in maintaining the reputation and the goodwill associated with the technical features of the Products. LOTUS, therefore, undertakes that the Products shall be produced strictly in accordance with the Technical Information provided by OMG.
1.6 According to the strict reserve of the present Agreement, LOTUS binds itself not to inform any third part of its role of OMG’s supplier.
1.7 When business with OMG reaches the volume of average 4 sets/month, LOTUS will stop selling to entities other than OMG C6248, C6251, and C6256 and will act on exclusive base.
1.8 OMG binds itself not to grant any part of the above Technical Information to any party other than LOTUS in China for the duration of this Agreement.
ART. 2 - TECHNOLOGY - QUALITY
2.1 OMG shall supply LOTUS with the following data, in order that LOTUS may manufacture the Products in the best possible manner.
a. Drawings for designing, manufacturing and assembling
b. Specifications.
c. Materials list.
d. Data for check and trial operations
e. Fabrication and assembly procedures
f. Operating and instruction manuals
g. Any other necessary technical data and know-how generally used by OMG
2.2 Upon written request of LOTUS, OMG shall send to LOTUS, subject to availability of personnel and to mutual Agreement, qualified technicians to render assistance and services to LOTUS in connection with the manufacture and operation of the Products for a reasonable period to be agreed upon by the parties hereto.
2.3 LOTUS commits itself to carry out, before any shipping, a quality control on the Products, to verify compliance of the same with the specifications. OMG shall be entitled, at any time, to carry out quality controls at LOTUS’s facility, giving to LOTUS a minimum prior written notice of 7 days.
2.4 No later than thirty (30) days from arrival of the Products at OMG’s facility, OMG shall test the Products, by way of carrying out appropriate quality controls, in order to verify quality compliance. Details as per the attached “Quality Specifications”. Should any Product not meet the required technical specifications and standards, the cost to repair or modify the products will be at charge of:
-OMG if the cost is not more that 10% of the cost of the product and if the technical problem occurred for the first time.
-LOTUS if the cost will exceed 10% of the cost of the product or if repetitive defect (after a previous communication from OMG of a kind of same defect already occurred).
ART. 3 - FORECASTING AND ORDERING
3.1 In order to better plan LOTUS’s production, OMG agrees to provide LOTUS with an annual and a three months rolling forecast showing the planned Products requirements for each month. 50% of these forecasts shall however not be binding over OMG.
3.2 Purchase orders to be issued from time to time by OMG, shall refer to this Agreement and shall specify:
- numbers of products
- delivery time
3.3 Purchase orders may be in the form of fax or e-mail. LOTUS shall send its order’s reply within 7 days from receipt of each order.
ART. 4 - DELIVERIES
4.1 Except as otherwise specified in the order, Products delivery shall be FOB JINGZHOU (Incoterms 2000). Therefore, any freight charges, insurance, import duties to ship the Products to the OMG shall be at OMG’s charge.
4.2 The delivery date shall be the one indicated in OMG's order to LOTUS. LOTUS shall immediately notify OMG in writing of any difficulty in meeting the agreed delivery date, and the Parties shall eventually plan a rescheduling for the delivery.
ART. 5 - PRICES AND PAYMENT
5.1 Prices for Products are listed in Exhibit 1 to this Agreement. Prices shall be valid for 12 months.
5.2 Payment will be made, unless otherwise agreed, by L/C at 60 days sight of delivery. The original L/C shall reach LOTUS at least 10 days before the proposed delivery.
ART. 6 - WARRANTY
6.1 LOTUS represents and warrants that the Products are in compliance with the quantity, quality and type that have been requested and they are made in compliance with the attached “Quality Specifications” in raw material and manufacturing. The warranty term is 12 months from the date the Products arrive at OMG.
6.2 The warranty covers product defects due to the faulty design, defective material or poor workmanship, provided that OMG shall give written notice of eventual defects or non-compliance in the Products within a short term from their discovery.
6.3 Following the claim made by OMG, LOTUS shall, at OMG’s option:
- supply OMG, free of charge bearing all relevant costs, within a maximum term of 30 days from the claim notice, items of the same type and quantity as the faulty ones;
- deduct the relevant ex works amount of the defective Products from the amount for the next order according to Clause 2.4, the value thereof subject to mutual confirmation of OMG and LOTUS.
ART. 7 - TERM
7.1 This Agreement shall become effective as of the date of signature by the parties and shall continue in force until December 2008. After its expiry, it shall convert to an open-term agreement, subject to be terminated by either party giving to the other a six (6) months written notice thereof.
7.2 Each party hereto reserves and shall have the right to terminate this Agreement at any time with immediate effect in the event of a material breach of this Agreement.
7.3 Termination of the Agreement as provided in this article releases both parties from
their obligations under it, subject to any damages which may be claimed by either party.
ART. 8 - EFFECTS OF TERMINATION
8.1 In any event of termination of this Agreement, for whatever reason occurred, LOTUS shall promptly return to OMG, according to the instructions given by the latter, all “Technical Information” which are in its possession and are property of OMG.
8.2 The “Technical Information” and all other rights granted by OMG to LOTUS hereunder shall immediately cease. LOTUS shall immediately stop production of the Products and grant not to use “Technical Information” received from OMG for its actual and future production.
8.3 All the rights granted hereunder concerning the use of “Technical Information” will automatically and immediately revert to OMG
ART. 9 - MISCELLANEOUS
9.1 This Agreement and its Schedules, which are incorporated herein and made a part hereof by reference, constitute the entire understanding between the Parties and supersede any previous Agreement, representation or understanding regarding the subject.
9.2 This Agreement shall not be considered modified, altered, changed or amended in any respect unless in writing and signed by authorized representatives of the Parties.
9.3 In the event that any provisions of this Agreement are declared unenforceable then this Agreement with respect to enforceable provisions shall continue to remain in force.
9.4 This Agreement shall not be assigned to any third party without the written consent of the other party.
ART. 10 - TRADEMARKS - CONFIDENTIAL INFORMATION
10.1 LOTUS has not the right to use OMG’s trademark.
10.2 LOTUS hereby agrees neither to register nor to have registered any trademarks, trade names or logos of OMG or that may be confused with OMG's ones.
10.3 LOTUS undertakes not to copy, manufacture for other clients, commercialise, distribute, sell or otherwise use, in any way not previously authorized in writing by OMG, any Products, including Product designs and technical specifications, manufacturing data that are the property of OMG. For as long as said designs, manufacturing data are in the hands of LOTUS, LOTUS shall make its best effort to protect them and prevent them from being disclosed or used by third parties.
ART. 11 - APPLICABLE LAW – DISPUTES
11.1 Points 1.1-1.2-1.3-1.4-1.5-1.6, all Art. 8 and Art. 10 of this Agreement concerning technologies unique to OMG shall be construed and interpreted in accordance with the laws of Italy. Notwithstanding the aforesaid, OMG shall also be entitled, at its option to take action before the Chinese court having jurisdiction over LOTUS’s place of business. For the rest of this agreement, the laws of China will be eligible.
11.2 The Parties shall make their best effort to amicably solve any disagreement or dispute which may arise from the execution or interpretation of this agreement. Should the Parties be unable to solve any such dispute or disagreement, the dispute shall be finally settled by the Court of China except the points provided in Clause 11.1
Signed at .............................. this day of.........................
For MOG For LOTUS
第九讲 信用证的操作Operation of L/C
9.1信用证的性质与作用 Features and Functions of L/C
The nature and functions of L/C (omitted)
The basis of making out an L/C
Sales contract
L/C
Warehouse order
Original materials offered by the delivery department
Related materials and requirements of business departments
①
⑤
④ ⑾ ②
⑦ ⑩
⑥ ⑧-b ⑨-b
The Opening bank/ Paying bank |
Exporter’s local bank (the advising bank /negotiating bank/paying bank |
③
⑧-a
⑨-a
Fig. 9-1 Operational procedure of an L/C payment
① The Importer and Exporter concludes a deal (signing the contract)
② The Importer applies for L/C to his local bank (the Opening Bank)
③ The Opening Bank opens L/C and telexes it to the Exporter’s local bank (the advising bank)
④ The Advising Bank forwards the L/C to the Exporter after due verification;
⑤ The Exporter delivers the goods on basis of the L/C;
⑥ The Exporter prepares all shipping documents and a draft and presents them to the Negotiating Bank for payment
⑦ The Negotiating Bank pays the Exporter the purchase price stipulated in the L/C and drawn in the draft
⑧-a The Negotiating Bank forwards the draft and the shipping documents to the Opening Bank to get reimbursement or
⑨-a The Opening Bank (after receiving the documents from the Negotiating Bank) reimburses the Negotiating Bank, or
⑧-b The Negotiating Bank forwards the draft and the shipping documents to the Reimbursing Bank to get reimbursement
⑨-b The Opening Bank (in case ⑧-b) pays the Reimbursing Bank as reimbursement
⑩ The Opening Bank releases the shipping documents to the Importer
(11) The Importer reimburses the Opening Bank as previously agreed.
9.2信用证的分类Classification of L/C
1. Revocable L/C vs. irrevocable L/C 可撤销信用证/不可撤销信用证
2．confirmed L/C vs. unconfirmed L/C 保兑信用证/不保兑信用证
3．sight L/C vs. usance L/C 即期信用证/远期信用证
4．Transferable/assignable /transmissible L/C vs. untransferable L/C 可/不可转让信用证
5．divisible L/C vs. indivisible L/C 可分割信用证/不可分割信用证
6．revolving L/C 循环信用证
7．L/C with T/T reimbursement clause 带电汇条款信用证
8．without recourse L/C/with recourse L/C 无追索权信用证/有追索权信用证
9．documentary L/C vs. clean L/C 跟单信用证/光票信用证
10．deferred payment L/C vs. anticipatory L/C 延付信用证/预支信用证
11．back to back L/C对背信用证
12. reciprocal L/C 对开信用证
13．traveler’s L/C(or: circular L/C) 旅行信用证
9.3 信用证有关各方Parties in L/C and their roles
1. opener 开证人：
(1)applicant 开证人(申请开证人), (2)principal 开证人(委托开证人), (3)accountee 开证人, (4)accreditor开证人(委托开证人), (5)opener开证人, (6)for account of Messrs 付(某人)帐, (7)at the request of Messrs 应(某人)请求, (8)on behalf of Messrs代表某人, (9)by order of Messrs 奉(某人)之命, (10)by order of and for account of Messrs 奉(某人)之命并付其帐户, (11)at the request of and for account of Messrs 应(某人)得要求并付其帐户, (12)in accordance with instruction received from accreditors 根据已收到得委托开证人得指示
2．beneficiary 受益人
(1)beneficiary 受益人, (2)in favor of 以(某人)为受益人, (3)in one's favor 以…为受益人, (4)favoring yourselves 以你本人为受益人
3．drawee 付款人(或称受票人，指汇票)
(1)to drawn on (or upon) 以(某人)为付款人, (2)to value on 以(某人)为付款人, (3)to issue on 以(某人)为付款人
4．drawer 出票人
5. advising bank通知行
(1)advising bank 通知行,(2)the notifying bank通知行, (3) advised through… bank 通过…银行通知, (4)advised by airmail/cable through…bank 通过…银行航空信/电传通知
6．opening bank 开证行
(1)opening bank 开证行, (2)issuing bank开证行, (3)establishing bank 开证行
7．negotiation bank 议付行 (1)negotiating bank 议付行, (2)negotiation bank 议付行
8．paying bank 付款行
9．reimbursing bank 偿付行
10．the confirming bank 保兑行
9.4 Key Terms and Conditions in L/C
1) Amount 信用证金额
a. amount RMB￥… 金额：人民币
b．up to an aggregate amount of Hong Kong Dollars 累计金额最高为港币…
c. for a sum (or :sums) not exceeding a total of GBP… 总金额不得超过英镑…
d．to the extent of HKD… 总金额为港币…
e．for the amount of USD… 金额为美元…
f．for an amount not exceeding total of JPY… 金额的总数不得超过…日元的限度
2) Date & Address of Expiry
a. valid in…for negotiation until… 在……议付至……止
b．Draft(s) must be presented to the negotiating (or drawee) bank not later than… 汇票不得迟于……交议付行 (受票行)
c．expiry date for presentation of documents… 交单满期日
d．draft( s) must be negotiated not later than… 汇票要不迟于……议付
e．this L/C is valid for negotiation in China (or your port) until 15th, July 1977 本证于1977年7月15日止在中国议付有效
f．bills of exchange must be negotiated within 15 days from the date of bills of lading but not later than August 8, 1977 汇票须在提单日起15天内议付，但不得迟于1977年8月8日
g．this credit remains valid in China until 23rd May, 1977(inclusive) 本证到1977年5月23日为止，包括当日在内在中国有效
h．draft(s) drawn under this credit must be presented for negotiation in China on or before 30th August, 1977 根据本证项下开具的汇票须在1977年8月30日或该日前在中国交单议付
i．expiry date 15th August, 1977 in the country of the beneficiary unless otherwise stated除非另有规定(本证)于1977年8月15日受益人国家满期
j．draft( s) drawn under this credit must be negotiated in China on or before August 12, 1977 after which date this credit expires 凭本证项下开具的汇票要在1977年8月12日或该日以前在中国议付，该日以后本证失效
k．expiry (expiring) date… 满期日……
l．…if negotiation on or before… 在……日或该日以前议付
m．negotiation must be on or before the 15th day of shipment 自装船日起15天或之前议付
n．this credit shall remain in force until 15th August 1997 in China 本证到1997年8月15日为止在中国有效
o．the credit is available for negotiation or payment abroad until… 本证在国外议付或付款的日期到……为止
p．documents to be presented to negotiation bank within 15 days after shipment 单据需在装船后15天内交给议付行
q．documents must be presented for negotiation within…days after the on board date of bill of lading/after the date of issuance of forwarding agents＇ cargo receipts 单据需在已装船提单/运输行签发之货物承运收据日期后……天内提示议付
r．this credit shall cease to be available for negotiation of beneficiary’s drafts after 15th August, 1977 本证将在1977年8月15日以后停止议付受益人之汇票
s．expiry date August 15, 1977 in country of beneficiary for negotiation 于1977年8月15日在受益人国家议付期满
3) The Stipulation for Shipping Terms
a. loading port and destination装运港与目的港
(1) dispatch/shipment from Chinese port to… 从中国港口发送/装运往……
(2)evidencing shipment from China to…CFR by steamer in transit Saudi Arabia not later than
15th July, 1987 of the goods specified below 列明下面的货物按成本加运费价格用轮船不得
迟于1987年7月15日从中国通过沙特阿拉伯装运到……
b．date of shipment 装船期
(1)bills of lading must be dated not later than August 15, 1987 提单日期不得迟于1987年8月15日
(2)shipment must be effected not later than( or on)July 30,1987 货物不得迟于( 或于)1987年7月30日装运
(3)shipment latest date… 最迟装运日期：……
(4) evidencing shipment/dispatch on or before…列明货物在...年.月.日或在该日以前装运/发送
(5) from China port to … not later than 31st August, 1987 不迟于1987年8月31日从中国港口至
c．partial shipments and transshipment 分运与转运
（1） partial shipments are (not) permitted (不)允许分运
（2） partial shipments (are) allowed (prohibited) 准许(不准)分运
（3） without transshipment 不允许转运
（4） transshipment at Hong Kong allowed 允许在香港转船
（5） partial shipments are permissible, transshipment is allowed except at… 允许分运，除在……外允许转运
（6） partial/prorate shipments are permitted 允许分运/按比例装运
(7)transshipment are permitted at any port against, through B/lading 凭联运提单允许在任何港口转运
4) The Guarantee of the Opening Bank
a. we hereby engage with you that all drafts drawn under and in compliance with the terms of this credit will be duly honored 我行保证及时对所有根据本信用证开具、并与其条款相符的汇票兑付
b．we undertake that drafts drawn and presented in conformity with the terms of this credit will be duly honored 开具并交出的汇票，如与本证的条款相符，我行保证依时付款
c．we hereby engage with the drawers, endorsers and bona-fide holders of draft( s) drawn under and in compliance with the terms of the credit that such draft( s) shall be duly honored on due presentation and delivery of documents as specified (if drawn and negotiated within the validity date of this credit) 凡根据本证开具与本证条款相符的汇票，并能按时提示和交出本证规定的单据，我行保证对出票人、背书人和善意持有人承担付款责任( 须在本证有效期内开具汇票并议付)
d．provided such drafts are drawn and presented in accordance with the terms of this credit, we hereby engage with the drawers, endorsers and bona-fide holders that the said drafts shall be duly honored on presentation 凡根据本证的条款开具并提示汇票，我们担保对其出票人、背书人和善意持有人在交单时承兑付款
e．we hereby undertake to honor all drafts drawn in accordance with the terms of this credit 所有按照本条款开具的汇票，我行保证兑付
5) Reimbursement
a．instruction to the negotiation bank 议付行注意事项
(1)the amount and date of negotiation of each draft must be endorsed on reverse hereof by the negotiation bank 每份汇票的议付金额和日期必须由议付行在本证背面签注
(2)this copy of credit is for your own file, please deliver the attached original to the beneficiaries 本证副本供你行存档，请将随附之正本递交给受益人
(3)without your confirmation thereon (本证)无需你行保兑
(4)documents must be sent by consecutive airmails 单据须分别由连续航次邮寄( 注：即不要将两套或数套单据同一航次寄出)
(5)all original documents are to be forwarded to us by air mail and duplicate documents by sea-mail 全部单据的正本须用航邮，副本用平邮寄交我行
(6)please dispatch the first set of documents including three copies of commercial invoices direct to us by registered airmail and the second set by following airmail 请将包括3份商业发票在内的第一套单据用挂号航邮经寄我行，第二套单据在下一次航邮寄出
(7)original documents must be sent by Registered airmail, and duplicate by subsequent airmail 单据的正本须用挂号航邮寄送，副本在下一班航邮寄送
(8)documents must by sent by successive( or succeeding) airmails 单据要由连续航邮寄送
(9)all documents made out in English must be sent to out bank in one lot 用英文缮制的所有单据须一次寄交我行
b．methods of reimbursement 索偿办法
(1) in reimbursement, we shall authorize your Beijing Bank of China Head Office to debit our Head Office RMB Yuan account with them, upon receipt of relative documents 偿付办法，我行收到有关单据后，将授权你北京总行借记我总行在该行开立的人民币帐户
(2)in reimbursement draw your own sight drafts in sterling on…Bank and forward them to our London Office, accompanied by your certificate that all terms of this letter of credit have been complied with 偿付办法，由你行开出英镑即期汇票向……银行支取。在寄送汇票给我伦敦办事处时，应随附你行的证明，声明本证的全部条款已经履行
(3)available by your draft at sight payable by us in London on the basis to sight draft on New York 凭你行开具之即期汇票向我行在伦敦的机构索回票款，票款在纽约即期兑付
(4)in reimbursement, please claim from our RMB￥ account held with your banking department Bank of China Head Office Beijing with the amount of your negotiation 偿付办法，请在北京总行我人民币帐户中索回你行议付之款项
(5)upon presentation of the documents to us, we shall authorize your head office banking department by airmail to debit the proceeds to our foreign business department account 一俟向我行提交单证，我行将用航邮授权你总行借记我行国外营业部帐户
(6)after negotiation, you may reimburse yourselves by debiting our RMB￥ account with you, please forward all relative documents in one lot to us by airmail 议付后请借记我行在你行开立的人民币帐户，并将全部有关单据用航邮一次寄给我行
(7)all bank charges outside U.K. are for our principals account, but must be claimed at the time of presentation of documents英国境外发生的所有银行费用应由开证人负担，但须在提交单据是索取
(8)negotiating bank may claim reimbursement by T.T. on the…bank certifying that the credit terms have been complied with 议付行须证明本证条款已履行，并按电汇条款向……银行索回货款
(9)negotiating bank are authorized to reimburse themselves to amount of their negotiation by redrawing by airmail at sight on…bank attaching to the reimbursement draft their certificate stating that all terms of the credit have been complied with and that the original and duplicate drafts and documents have been forwarded to us by consecutive airmail 议付行用航邮向……银行重开一份即期汇票索取议付款项。索偿汇票须附上证明，声明本证所有条款已履行，单据的正副本已由连续航次寄交我行
6) Stipulations for document requirement 要求单据的条款
a. available against surrender of the following documents bearing our credit number and the full name and address of the opener凭交出下列注名本证号码和开证人的全称及地址的单据付款
b．drafts to be accompanied by the documents marked(×)below汇票须随附下列注有(×)的单据
c．accompanied against to documents hereinafter 随附下列单据
d. accompanied by following documents 随附下列单据
e. documents required 单据要求
f. accompanied by the following documents marked (×) in duplicate随附下列注有(x) 的单据一式两份
g. drafts are to be accompanied by… 汇票要随附( 指单据)……
7) Documents required under an L/C 信用证所要求的单据
a. Drafts( Bill of Exchange)
the kinds of drafts 汇票种类 (1)available by drafts at sight 凭即期汇票付款 (2)draft(s)to be drawn at 30 days sight 开立30天的期票 (3)sight drafts 即期汇票 (4)time drafts 远期汇票
Drawn clauses 出票条款(即出具汇票的法律依据):
* All drafts drawn under this credit must contain the clause “Drafts drawn Under Bank of…credit No.…dated…”本证项下开具的汇票须注明“本汇票系凭xxx银行__年__月__日第__号信用证下开具”的条款;
* Drafts are to be drawn in duplicate to our order bearing the clause “Drawn under United Malayan Banking Corp. Bhd. Irrevocable Letter of Credit No.…dated July 12, 1978” 汇票一式两份，以我行为抬头，并注明“根据马来西亚联合银行1978年7月12日第……号不可撤销信用证项下开立”
* Draft( s)drawn under this credit to be marked：“Drawn under…Bank L/C No.……Dated (issuing date of credit)” 根据本证开出得汇票须注明“凭xxx银行__年__月__日(按开证日期)第__号不可撤销信用证项下开立”
*Drafts in duplicate at sight bearing the clauses” Drawn under…L/C No.…dated…” 即期汇票一式两份，注明“根据xxx银行信用证__号，日期____开具”
*Draft(s) so drawn must be in scribed with the number and date of this L/C 开具的汇票须注上本证的号码和日期
*Draft(s) bearing the clause:”Drawn under documentary credit No.… (shown above) of…Bank” 汇票注明“根据xxx银行跟单信用证____号 (如上所示)项下开立”
b. Invoice
The major invoices adopted in import-export trade are as follows:：
COMMERCIAL INVOICE (商业发票)
CUSTOMS INVOICE(海关发票)
PROFORMA INVOICE(形式发票)
CONSULAR INVOICE(领事发票)
MANUFACTURER’S INVOICE(厂商发票)
Contents and making of commercial invoice
The description of goods must comply with the L/C’s regulations. If necessary, it must be made with original words of L/C. The contents can’t be deleted. Otherwise, the bank may think they aren’t correspondent
If the description of goods is simple in the L/C, the dealer can list the detailed contents in accordance with the contract after printing the L/C descriptions.
If there are mistakes concerning this part in the L/C, the dealer should follow the L/C.
If the description of goods is shown in the third foreign language (not English), the invoice should be made in the same language.
Stipulations on Invoices
1) 3/3 signed commercial invoice 已签署的商业发票 ( in duplicate 一式两份 in triplicate 一式三份 in quadruplicate 一式四份 in quintuplicate 一式五份 in sextuplicate 一式六份 in septuplicate 一式七份 in octuplicate 一式八份 in nonuplicate 一式九份 in decuplicate 一式十份)
2) beneficiary's original signed commercial invoices at least in 8 copies issued in the name of the buyer indicating ( showing/evidencing/specifying/declaration of)the merchandise, country of origin and any other relevant information. 以买方的名义开具、注明商品名称、原产国及其他有关资料，并经签署的受益人的商业发票正本至少一式八份
3) Signed attested invoice combined with certificate of origin and value in 6 copies as required for imports into Nigeria. 以签署的，连同产地证明和货物价值的，输入尼日利亚的联合发票一式六份
4) beneficiary must certify on the invoice…have been sent to the accountee 受益人须在发票上证明，已将……寄交开证人
5) 4% discount should be deducted from total amount of the commercial invoice 商业发票的总金额须扣除4%折扣
6) invoice must be showed: under A/P No.… date of expiry 19th Jan. 1981 发票须表明：根据第……号购买证，满期日为1981年1月19日
7) documents in combined form are not acceptable 不接受联合单据
8) combined invoice is not acceptable 不接受联合发票
c. Bill of Loading——提单 (for more details, see Lecture VI, 6.5)
1) full set 3/3 shipping( company's)clean on board bill(s)of lading marked "Freight Prepaid" to order of shipper endorsed to … Bank, notifying buyers 全套装船(公司的)洁净已装船提单应注明“运费付讫”，作为以装船人指示为抬头、背书给……银行，通知买方
2) bills of lading made out in negotiable form 作成可议付形式的提单
3) clean shipped on board ocean bills of lading to order and endorsed in blank marked "Freight Prepaid" notify: importer(openers, accountee) ,洁净已装船的提单空白抬头并空白背书，注明“运费付讫”，通知进口人(开证人)
4)full set of clean “on board” bills of lading/cargo receipt made out to our order/to order and endorsed in blank notify buyers M/S … Co. calling for shipment from China to Hamburg marked “Freight prepaid” / “Freight Payable at Destination”全套洁净“已装船”提单/货运收据作成以我(行)为抬头/空白抬头，空白背书，通知买方……公司，要求货物自中国运往汉堡，注明“运费付讫”/“运费在目的港付”
5) bills of lading issued in the name of… 提单以……为抬头
6) bills of lading must be dated not before the date of this credit and not later than Aug. 15, 1977 提单日期不得早于本证的日期，也不得迟于1977年8月15日
7) bill of lading marked notify: buyer, “Freight Prepaid” “Liner terms” “received for shipment” B/L not acceptable 提单注明通知买方，“运费预付”按“班轮条件”，“备运提单”不接受
8) non-negotiable copy of bills of lading 不可议付的提单副本
d. Certificate of Origin
Kinds of certificate of origin
Certificate of origin(一般原产地证书)
Generalized System of Preference Certificate of Origin (普惠制产地证书)
Certificate of manufacturer’s origin(厂商产地证书) (for Verification of export payment of exchange and for export drawback 用于外汇核销和出口退税)
Documents presented for drawback (three copies and two documents):
The bank presents the form of foreign exchange settlement(结汇水单), verifying instrument (the drawback copy) (核销单退税联), export customs declaration form(出口货物报关单) and purchase invoice(出口购货发票)
L/C Stipulations for Certificate of Origin
1) certificate of origin of China showing 中国产地证明书 stating 证明 evidencing 列明 specifying 说明 indicating 表明 declaration of 声明
2)certificate of Chinese origin 中国产地证明书
3) Certificate of origin shipment of goods of … origin prohibited 产地证，不允许装运…的产品
4) declaration of origin 产地证明书(产地生明)
5) certificate of origin separated 单独出具的产地证
6) certificate of origin “form A” “格式A”产地证明书
7) generalized system of preference certificate of origin form “A” 普惠制格式“A”产地证明书
e. Packing List and Weight List
Classifications of packing lists:
PACKING LIST(装箱单/包装单) SPECIFICATION? LIST(规格单) WEIGHT LIST/WEIGHT MEMO(重量单/磅码单) MEASUREMENT LIST(尺码单) NEUTRAL PACKING LIST(中性包装单) PACKING DECLARATION(包装声明) PACKING SPECIFICATION(包装说明)PACKING SUMMARY(包装提要) WEIGHT CERTIFICATE(重量证书)ASSORTMENT LIST(花色搭配单)
Cautions in Packing Lists
Names/description of goods should correspond with stipulations of the L/C.
The gross weight, net weight and total gross and net weight should be listed and the numbers should correspond with other documents.
Generally the unit price and the total amount are not stated and the number and issuing date should correspond with the invoice.
L/C stipulations for Packing List
1)packing list detailing the complete inner packing specification and contents of each package载明每件货物之内部包装的规格和内容的装箱单
2) packing list detailing… 详注…的装箱单
3) packing list showing in detail… 注明……细节的装箱单
4) weight list 重量单 weight notes 磅码单(重量单)
5) detailed weight list 明细重量单
f. Other Documents
full set of forwarding agents＇cargo receipt 全套运输行所出具之货物承运收据
air way bill for goods consigned to…quoting our credit number 以……为收货人，注明本证号码的空运货单
Parcel post receipt showing parcels addressed to…a/c accountee 邮包收据注明收件人：通过……转交开证人
parcel post receipt evidencing goods consigned to…and quoting our credit number 以……为收货人并注明本证号码的邮包收据
certificate customs invoice on form 59A combined certificate of value and origin for developing countries 适用于发展中国家的包括价值和产地证明书的格式59A海关发票证明书
pure foods certificate 纯食品证书
combined certificate of value and Chinese origin 价值和中国产地联合证明书
a declaration in terms of FORM 5 of New Zealand forest product import and export and regulations 1966 or a declaration FORM the exporter to the effect that no timber has been used in the packing of the goods, either declaration may be included on certified customs invoice 依照1966年新西兰林木产品进出口法格式5条款的声明或出口人关于货物非用木器包装的实绩声明，该声明也可以在海关发票中作出证
Canadian customs invoice (revised form) all signed in ink showing fair market value in currency of country of export 用出口国货币标明本国市场售价，并进行笔签的加拿大海关发票(修订格式) Canadian import declaration form 111 fully signed and completed 完整签署和填写的格式111加拿大进口声明书
g. Kinds and functions of entry-exit inspection and quarantine documents
Entry application form for inspection(入境货物报检单)
Entry customs clearance bill (入境货物通关单)
Entry notification of inspection and quarantine(入境货物检验检疫情况通知单)
Export application form for inspection(出境货物报检单)
Export customs clearance bill (出境货物通关单)
Export receipt of exchange (出境货物换证凭单)
Certificate of inspection(检验证书)
Certificate of sanitary (卫生证书)
Inspection certificate of veterinary( 兽医卫生证书)
Inspection certificate of animals and plants(动、植物检疫证书)
Inspection certificate of means of transport(运输工具检疫证书)
9.5 The operation process of foreign trade documentation
Verification(核), calculation(算), allocation(配), making(制) and examination(审)
a. The basic requirements for foreign trade documentation
(1). Correct
Comply with laws and regulations of importing /exporting countries and international practice
Try to meet the requirement of “ four correspondence”(四个相符)
(2) Complete
Hand in the complete kinds of documents and copies
Fill in every document completely
(3)Timely
Make out documents timely
Offer documents timely
(4) Concise
Be clear
Be clean
b. Special cautions in the operation of L/C payment:
For the problems made by the opening bank, it is the bank that is responsible for dealing with foreign party and justification. Before the result comes out, the exporter can’t handle the shipment in a hurry
If trade terms and requirements for documents are not correspondent with the
contract or the exporter fails to do it; it’s the exporter’s duty to negotiate with the importer;
The contents which need to be amended should be pointed out as a whole. Repeat amendment should be avoided;
The contents of the same amendment should be accepted as a whole. The partial acceptance is not allowed and it is void(无效的).;
The request of amending L/C should be made by the beneficiary (受益人)to the applicant(申请人). Agreed, the applicant will notify the opening bank(开证行). Only after receiving the modification notification forwarded by the notifying bank(通知行), the beneficiary can amend the L/C effectively.
Sending and receiving orders and goods preparation(收发订单与备货)
Export consignment (出口托运)
Commodity inspection application and application for insurance(商检报验与投保)
Export clearance formalities (出口通关手续)
Documents signing and authentication (签证与认证)
Comprehensive documentation and examination(综合制单、审单)
Presentation of documents and foreign exchange settlement(交单结汇)
Handling of export verification and drawback(办理出口退税核销)
Documents filling management (单证归档管理)
The route of completing the project is as follows：
Handling export quota and export licence(办理出口配额与许可证)——making out commercial invoice(制作商业发票)——making out packing list(制作装箱单)——handling application for export inspection and filling in export application for inspection( 办理出口报检手续, 填制出境货物报检单)——handling certificate of origin(办理产地证)——handling export consignment formality and filling in shipping note(办理出口托运手续,填制托运单)——handling insurance and filling in application for insurance and insurance policy(办理投保手续, 填制投保单、保险单)——handling export verification of export payment of foreign exchange and filling in export verifying instrument(办理出口收汇核销手续, 填制出口核销单)——handling export declaration formality and filling in export declaration form(办理出口货物报关手续, 填制出口货物报关单)—— obtaining and making out B/L (换取提单, 填制提单)——making out shipping advice(制作装运通知)—— making out other certificates such as certificate of classification and certificate of vessel’s voyage (制作其他证明如船级、航程证明)——making out draft(填制汇票)
Goods under export quota licence management:玉米、大米、小麦、棉花、锯材、活牛(对港澳)、活猪(对港澳)、活鸡(对港澳)、蚕丝类、煤炭、焦炭、原油、成品油、稀土、锑砂、锑(包括锑合金)及锑制品、氧化锑、钨砂、仲钨酸铵及偏钨酸铵、三氧化钨及蓝色氧化钨、钨酸及其盐类、钨粉及其制品、锌矿砂、锡矿砂、锡及锡基合金、白银。
Goods under export quota bid management：蔺草及蔺草制品、碳化硅、氟石块(粉)、滑石块(粉)、轻(重)烧镁、矾土、甘草及甘草制品。实行出口配额有偿使用的：矾土、人造刚玉、甘草及甘草制品。
9.6 信用证标准格式
a. Layout of an L/C
信 用 证LETTER OF CREDIT
编号： Reference:
作者： Author:
标题： Title:
发往： Send to:
报文类型： Message Type:
优先级： Priority:
传送监控： Delivery Monitoring:
：27 ：报文页次 sequence of total
：40A ：跟单信用证类型 form of documentary credit
： 20 ： 跟单信用证号码 documentary credit
：31C ：开证日期 date of issue
：31D ：到期日 date of expiry 到期地点 place of expiry
：51A ：开证申请人银行——银行代码 applicant bank-BIC
：50 ：开证申请人 applicant
：59 ：受益人 beneficiary
：32B ：货币与金额 currency code, amount
：41D ：指定银行与兑付方式 available with … by …
：42C ：汇票 drafts at…
：42A ：汇票付款人——银行代码drawee-BIC
：43P ：分批装运 partial shipments：
:43T ：转船 transshipment
:44A ：装船/发运/接受监管地点 loading on board / dispatch/taking in charge
:44B ：货物运往 for transportation to …
:44C ：最迟装运期 latest date of shipment
:45A ：货物/或服务名称 description of goods and/or services
:46A ：单据要求 documents required
:47A ：附加条件 additional conditions
:71B ：费用 charges
:48 ：交单期限 period for presentation
：49 ：保兑指示 confirmation instructions
：78 ：给付款行/承兑行/议付行的指示 instructions to paying/accepting/negotiating bank
：72 ：附言 sender to receiver information
跟单从信用证做起，信用证从格式看起。
b. Specimen L/C
LETTER OF CREDIT
: 40A: form of documentary credit: IRREVOCABLE
: 20: documentary credit number: 764351
: 31C: date of issue: 12TH AUG. 2005
:31D: date of expiry： 30TH SEP.2005，
Place of expiry： CHINA
: 51A: applicant bank
HONGKONG AND SHANGHAI BANKCORP
: 50: applicant
KINGHOME TRADE CO., LTD
23567DOMINGGO RD. COWCITY CAUSA TEL: 467 897623
: 59: beneficiary
SHANGHAI DACHANGHANG CO., LTD
18/F JINGMAO BUILING NO.88 XUJIAHU RD SHANGHAI TEL86 21 88821903
: 32B: currency code, amount
USD6200.00
: 41D: available. With… by…
ANY BANK FOR NEGOTITAON
: 42C: drafts…at…
SIGHT
: 43P: partial shipment allowed
: 43T: transshipment allowed
: 44: loading on board
SHANGHAI
: 44B: for transportation to…
ROTTERDAM
: 44C: latest date on shipment
20TH.SEP.2005
: 45A: description of goods and/or services
GLASS CANDLE BLADER ITEM NO.025 100PCS
Packed IN 8 CTNS
: 46A: documents required
●IN THREE FOLD UNLESS OTHERWSE SPECIED:
●SIGNED COMERCIAL INVOICE 3 FOLD
●INSURANCE POLICY OR CERTIFICATE,ENDORSED IN BLANK,COVERING ALL RISKS AND WAR RISKS
●FULL SET CLEAN ON BOARD BILL(S) OF LADING MADE OUT TO OUR ORDER AND ENDORSED IN BLANK, MARKED FREIGHT PREPAID AND NOTFYING APPLICANT
●PACKING LIST
: 47A: additional conditions
SHORT FORM/BLANK BACK B/L IS NOT ACCEPTABLE
: 71B: charges
ALL BANKING CHARGES OUTSIDE THE OFENING BANK ARE FOR BENEFICALARYS ACCOUNT
: 48: period for presentation
ALL DOCUMENT MUST BE PRESEBTED WITHIN 10 DAYS AFTER DATE OF ISSUANCE OF THE B/L, BUT WITHIN THE VALIDITY OF THIS L/C
: 49: confirmation instruction;
WITHOUT
所以，通过信用证页面左侧的条款编号，就可以迅速识别和查询条款内容。比如看到编号为71B的条款，就知道是说明银行手续费划分承担的；而如果要查看信用证的最后交货装船期，只需直接查找44C即可。
下列是与受益人相关的条款列表。这些条款会根据需要选用在信用证中。此外还有些条款，是银行间内部联系所用，与受益人无直接关系，不必深究。
条款编号 条款属性
20 DOCUMENTARY CREDIT HUMBER(信用证号码)
23 REFERENCE TO PRE-ADVICE(预先通知号码)
27 SEQUENCE OF TOTAL( 电文页次)
31C DATE OF ISSUE(开证日期)如果这项没有填写，则开证日期为电文的发送日期。
31D DATE AND PLACE OF EXPIRY(信用证有效期和有效地点)该日期为最后交单的日期
32B CURRENCY CODE， AMOUNT(信用证结算的货币和金额)
39A PERCENTAGE CREDIT AMOUNT TOLERANCE(信用证金额上下浮动允许的最大范围)该项目的表达方法较为特殊，数值表示百分比的数值，如:5/5，表示上下浮动最大为5%。
39B MAXIMUN CREDIT AMOUNT(信用证最大限制金额)
39C ADDITIONAL AMOUNTS COVERED(额外金额)表示信用证所涉及的保险费、利息、运费等金额。
40A FORM OF DOCUMENTARY CREDIT(跟单信用证形式)跟单信用证有六种形式；
(1)IRREVOCABLE(不可撤销跟单信用证)
(2)REVOCABLE(可撤销信用证)
(3)IRREVOCABLE TRANSFERABLE(不可撤销可转让跟单信用证)
(4)REVOCABLE TRANSFERABLE(可撤销可转让跟单信用证)
(5)IRREVOCABLE STANDBY(不可撤销备用信用证)
(6)REVOCABLE STANDBY(可撤销备用信用证)
41A AVAILABLE WITH…BY…(指定的有关银行及信用证支付的方式)
(1)指定银行作为付款、承兑、议付。
(2)兑付的方式有5种：BY PAYMENT( 即期付款)；BY ACCEPTABLE( 远期承兑)；BY NEGOTIATION( 议付)；BY DEF PAYMENT( 迟期付款)；BY MIXED PAYMENT( 混合付款)。
(3)如果是自由议付信用证，对该信用证的议付地点不做限制，该项目代号为：41D，内容为：ANY BANK IN…(e.g. China)
42A DRAWEE(汇票付款人)必须与42C同时出现
42C DRAFTS AT…(汇票付款日期)必须与42A同时出现
42M MIXED PAYMENT DETAILS(混合付款条款)
42P DEFERRED PAYMENT DETAILS(迟期付款条款)
43P PARTIAL SHIPPMENTS(分装条款)表示该信用证的货物是否可以分批装运。
43T TRANSSHIPMENT(转运条款)表示该信用证项下之货物是直接到达，还是通过转运到达。
44A LOADING ON BOARD/DISPATCH/TAKEING IN CHARGE AT/FORM(装船、发运和接收监管的地点)
44B FOR TRANSPORTATION TO…(货物发运的最终地)
44C LATEST DATE OF SHIPMENT(最后装船工期)装船的最迟的日期。
44D SHIPMENT PERIOD(船期) (44C与44D不能同时出现)
45A DESCRIPTION OF GOODS AND/OR SERVICE(货物描述)货物的情况、价格条款。
46A DOCUMENTS REQUIRED(单据要求)各种单据的要求
47A ADDITIONAL CONDITIONS(特别条款)
48 PERIOD FOR PRESENTATION(交单期限)表明开立运输单据后多少天内交单。
49 CONFIRMATION INSTRUCTIONS(保兑指示)其中
CONFIRM：要求保兑行保兑该信用证
MAY ADD：收报行可以对该信用证加具保兑
WITHONT：不要求收报行保兑该信用证。
50 APPLICANT(信用证开证申请人)一般为进口商
51A APPLICANT BANK( 信用证开证的银行)
53A REIMBURSEMENT BANK(偿付行)
57A ADVISE THROUGH BANK(通知行)
59 BENEFICIARY(信用证的受益人)一般为出口商。
71B CHARGES(费用情况)表明费用是否有受益人(出口商)出，如果没有这一条，表示除了议付费、转让费以外，其他各种费用由开信用证的申请人(进口商)出。
72 SENDER TO RECEIVER INFORMATION(附言)
78 INSTRUCTION TO THE PAYING/ACCEPTING/NEGOTIATING BANK
(给付款行、承兑行、议付行的指示)
9.7 Specimen of the Essential Documents under an L/C
The following blank documents are just for reference.
1）Commercial Invoice
中国石油化工进出口总公司
China National Petroleum and Chemicals Imp. & Exp. Corp.
Add: 38 Erligou, Xijiao, Beijing, 100000 Tel: 86 10 xxxxxx Fax: 86 10 xxxxxx, Website: xxxxxx Email: xxxxxx
Commercial Invoice(或其他单据名称)
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To: 单据的收件人 ( 通常为信用证的开证人) |
Invoice No. |
自编号码 |
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Date of issue |
据实填写出票日期 |
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Ref. No. |
自己参考用 |
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Shipment: From xxx port to xxx port via xxxx vessel (参照信用证的要求及实际情况填写) |
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Marks & Nos. |
Description of Goods |
Qty (Quantity) |
Unit Price |
Amount |
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N/M
(或根据信用证描述) |
( 空2行，以便与右边的对应)
( 按信用证描述的写)
1．Writing paper
2．Staplers
3．xxxx |
( 具体内按信用证为准)
500 rolls
200 dozens
50 dozens |
FOB Shanghai (USD)
(或信用证里描述的其他交货条件，及货币名) |
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500
30
120 |
250000
6000
6000 |
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Total…………………………………………………………………………… |
262000 |
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Say total value in United States Dollars two hundred sixty-two thousand only***
______xxx_________________
For and on behalf of
Xxx Co.
2) Packing List
中国石油化工进出口总公司
China National Petroleum and Chemicals Imp. & Exp. Corp.
Add: 38 Erligou, Xijiao, Beijing, 100000 Tel: 86 10 xxxxxx Fax: 86 10 xxxx, Website: xxxx Email: xxxx
Packing List (或其他单据名称)
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To: 单据的收件人 ( 通常为信用证的申请人) |
Invoice No. |
自编号码 |
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Date of issue |
据实填写出票日期 |
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Ref. No. |
票据档案号 |
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Shipment: From xxx port to xxx port via xxxx vessel (参照信用证的要求及实际情况填写) |
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Marks & Nos. |
Description of Goods |
Qty |
Weight (kg) |
Measurement (cm) |
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N.W. |
G.W. |
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N/M
(或根据信用证描述) |
1．Writing paper
2．Staplers
3．xxxx |
500 rolls
200 dozens
50 dozens
(按信用证和实际包装为准) |
500
30
120
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580
35
150 |
120x280x30cm
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Total |
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750 |
650 |
765 |
35.46CBM |
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Say total seven hundred fifty pieces packed in xxx wooden cases weighing 765 kgs and measuring 35.46CBM only***
_________xxxx_______________
For and on behalf of
Xxx Co.
3) B/L
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1. Shipper (insert name and phone)
BEIJING LONGTAINDA CO LTD
NO 123 ZHONGGUNCUN SOUTH ROAD
HAIDIAN DISTRICT BEIJING PRC |
B/L No. CSA 5034
中远集装箱运输有限公司
COSCO CONTAINER LINES
ORIGINAL
Port-to-Port or Combined Transport
BILL OF LADING
Received in external good order and condition except as otherwise noted. The total number of packages or units stuffed in the container, the descriptions of the goods and the weights shown in this Bill of Lading are furnished by the Merchants, for which the carrier has no reasonable means of checking and is not a part of this Bill of Lading contact. This carrier has issued the number of Bills of Lading stated below, all of this tenor and date one of the original Bills of Lading must be surrendered and endorsed or signed against the delivery of the shipment and whereup0on any other original Bills of Lading shall be void .The Merchants agree to be bound by the terms and conditions of this Bill of Lading as if each had personally signed this Bill of Lading. |
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2. Consignee
TO THE ORDER OF OPENING BANK |
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3. Notify Party
TBCD ELECTRONIC CO LTD
N2036 FEATI STREET PAMPANGA PHILIPPINES |
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4. Pre-carriage by
Truck |
5. Place of Receipt
Shenyang, China |
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6.Ocean Vessel Voy. No.
TUO HE V.888 |
7. Port of Loading
DALIAN CHINA |
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8. Port of Discharge
MANILA PHILIPPINES |
9. Place of Delivery
JUNGALIL |
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Container, Seal No. & Marks & Nos.
N/M
Container No. Seal No.
TUB38095232 6873229
SAQ87992350-1 6873258
COSCO9833572A 6875432
COSCO9833572A 6875433
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No. of Containers or Package
730PCS IN
4 CONTAINERS
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Description of goods (If Dangerous Goods， See Clause 20)
730PCS 60CNT
AS PER PROFORMA INVOICE NO P00601
DATED FEB 29,2004
P.S.C.C.: 776.10.00
FOB DALIAN CHINA
CY-CY |
Gross Weight Kgs
2150 KGS
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Measurements
24.573 CU.M
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Description of Contents for Shipper’s Use Only (Not Part of This B/L Contract) |
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10. Total Number of containers and/or packages (in words): |
SAY FOUR CONTAINERS ONLY*** |
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11.Freight & Charges |
Revenue Tons |
Rate Per |
Prepaid |
Collect |
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Ex. Rate |
Total Prepaid |
Payable at |
Place and date of issue 040412, Dalian, China |
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No. of Original B(s)/L
THREE ( 3 ) |
Signed for the Carrier, COSCO CONTAINER LINES
as agent for the carrier, COSCO CONTAINER LINES (Signature and Seal) |
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4) Insurance Policy
PICC 中国人民财产保险股份有限公司
货物运输保险单 PICC Property and Casualty Company Limited
CARGO TRANSPORTATION INSURANCE POLICY
印刷号Printed Number: D001600006938 保险单号Policy No: YPNE200742100853000050
合同号(Contract No.)
发票号( Invoice No)IN70508OMG No. YIE0G00006858
信用证(L/C No.) 总公司设于北京 一九四九年成立
被保险人(Insured): M.E. ZANOLETTI SRL Head Office Beijing Established in 1949
中国人民财产保险股份有限公司( 以下简称本公司)根据被保险人要求，以被保险人向本公司缴付约定的保险费为对价，按照本保险单列明条款承保下列货物运输保险，特订立本保险单。
THIS POLICY OF INSURANCE WITNESSES THAT THE PEOPLE’S INSURANCE COMPANY OF CHINA (HEREINAFTER CALLED “THE COMPANY”) AT THE REQUEST OF THE INSURED AND IN CONSIDER ATION OF THE AGREED PREMIUM PAID TO THE COMPANY BY THE INSURED, UNDERTAKES TO IN SURE THE UNDERMENTIONED GOODS IN TRANSPORTATION SUBJECT TO THE CONDITIONS OF THIS POLICY AS PER THE CLAUSES PRINTED BELOW
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标 记
MARKS & NOS. |
包装及数量
QUANTITY |
保险货物项目
GOODS |
保险金额
AMOUNT INSURED |
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AS PER INVOICE NO. IN70508OMG |
3 CASES
2 CASES |
GAP BED LATHE
C62323-2-1000
GAP BED LATHE
C6232E-750 |
USD20,603.00 |
总保险金额Total Amount Insured: US DOLLAR TWENTY THOUSAND SIX HUNDRED AND THREE ONLY
保费(PREMIUM): AS ARRANGED 起运日期(Date of Commencement): May 14, 2007
运载工具( PER CONVEYANCE) MIN XIE V027E
自 经 至
From JINGZHOU, CHINA Via To GENOA, ITALY
承保险别(Conditions): COVERING ALL RISKS AS PER OCEAN MARINE CARGO CLAUSE OF THE PICC
PROPERTI AND CASUALTY COMPANY LIMITED DATED/1/01
所保货物，如发生保险单项下可能引起索赔的损失或损坏，应立即通知本拨那个是下述代理人查勘。如有索赔，应向本公司提交保单正本( 本保险单共有二 份正本)及有关文件。如一份正本已用于索赔，其余正本自动失效。
IN THE EVENT OF LOSS OR DAMAGE WHICH MAY RESULT IN A CLAIM UNDER THIS POLICY, IMMEDIATE NOTICE MUST BE GIVEN TO THE COMPANY’S AGENT AS MENTIONED HEREUNDER. CLAIMS, IF ANY, ONE OF ORIGINAL POLICY WHICH HAS BEEN ISSUED IN TWO ORIGINALS TOGETHER WITH THE RELEVENT DOCUMENTS SHALL BE SURRENDERED TO THE COMPANY. IF ONE OF THE ORIGINAL POLICIES HAS BEEN ACCOMPLISHED, THE OTHERSTO BE VOID.
涉外货运检验人描述 保险人：人保财险中山支公司
GASTALDI INTERNATIONAL S.R.L. Underwriter
MURA SANTA CHIARA1 1-16128 GENOA, ITALY
TELPHONE(39)010 530931 & 5309325 & 530931 电话( TEL)0716-95518
MOBILE(39)335 6999108 传真( FAX)0716-8466398
AFTER HOURS (39)010367898 FAX (39)0105390343 地址(ADD):
赔款偿付地点
Claim Pyable at GENOA, ITALY IN USD
签单日期( Issuing Date): May, 13,2007 Authorized Signature XXX
接保人：杨帆 ( 系) 制单人：杜陵 经办人：杜陵 人保服务专线95518 电子商务平台www.picc.com.cn
5) Certificate of origin
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1. Exporter
Hubei Jingzhou Lotus Machine Tools Co
168 Jingsha Rd, Jingzhou City, Hubei 434100 P. R. China |
Certificate No. 0037591 / 01008896
CERTIFICAE OF ORIGIN
OF
THE PEOPLE’S REPUBLIC OF CHINA |
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2. Consingee
To the order |
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3. Means of transportation and route
From Wuhan, China to Buenos Aires, Argentina by vessel |
5. For certifying authority use only
CHINA COUNCIL FOR THE PROMOTION OF INTERNATIONAL TRADE IS CHINA CHAMBER OF INTERNATIONAL COMMERCE | |
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4. Country of destination
Argentina |
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5. Marks and numbers
N/M |
7. Number and kind of packages, description of goods
1) Lathe Hubei CX 6140/1000
2) Lathe Hubei CX6132/750
3) Drill ZX40A B/S Hubei
Spare Parts
4) Lineal Ball w/supp0ort for ZX40A B/S X-axis
5)Lineal Ball w/support for ZX40A B/S Y-axis
6) Lineral Ball w/support for ZX40a B/S Z-axis
7) Lineal Balls w support for lathe CX6140 X-axis
8)Lineal Balls w support for lathe Hubei CX6140 Z-axis
9) Lineal Balls for lathe CX6123 X-axis
10)Lineal Balls for lathe CX6132 Y-axis
11) Electrical chuck 200mm, 380V
12)Soft jaws for E-chuck
13) Normal jaws for E-chuck
14)Chuck 125mm K11
15) 130BC3100C Motor 12NM
Value: CFR Buenos Aires, Argentina
Goods origin: China
Doc. Credit Number 111823000CDIM
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8.H.S. Code
84581900
84581900
84596900
84669300
84669300
84669300
84669300
84669300
84669300
84669300
84669300
84669300
84669300
84669300
84669300
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9. Quantity
3 sets
1 set
3 sets
1 set
1 set
1 set
1 set
1 set
1 set
1 set
1 set
5 sets
5 sets
10 sets
9 sets
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10. Number and date of Invoice
Inv. No.
C1010598arg
Dated May 10, 2001
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11. Certification by the exporter
The undersigned hereby declares that the above details and statements are conrrect, that all the goods were produced in China and that they comply with the Rules of Origin of the People’s Republic of China
May 12, 2005 in Jingzhou, Hubei, China
(stamp and signature)
Place and date, signature and stamp of authorized signatory |
12. Certificate
It is herebty certified thatn the certification by the exporter is true.
May 15, 2005 in Jingzhou, Hubei, China
(stamp and signature)
Place and date, signature and stamp of certifying authority |
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9.8 Practical Operations for documentation
1) Read the following key items in an L/C and identify what kind of negotiation is required.
A. THIS CREDIT IS RESTRICTED FOR NEGOTIATION THROUGH ADVISING BANK.
B. THIS CREDIT IS AVAILABLE WITH BANK OF CHINA, SHANGHAI BRANCH BY NEGOTIATION
C. THIS CREDIT IS AVAILABLE FOR NEGOTIATION WITH YOURSELVES AGAINST PRESENTATION OF FOLLOWING DOCUMENTS
D.THIS LC IS NORESTRICTED
2) Are L/Cs with the following clauses acceptable? Why?
a. This letter of credit will be operative only when and if the applicant received the necessary import license from our authority.
b. This credit will be operative only upon receipt by you of our amendment stating the import regulations have been fully complied with.
c. This letter of credit will become operative only upon our advice to you that:
i. accreditors have received an approved a final L/C fro 20% of credit amount issued by a bank in China in their favor with instructions that we countersign same and guaranteeing shipment of goods in accordance with specifications;
ii. accreditors have received and technically approved a sample of goods dispatched to them by beneficiary indicating kind of material solidity and required specifications.
iii. Credit available by the beneficiary’s draft(s) at sight, pay to The Standard Bank, Ltd. only. ... Covering 150 M/Tons of Hempseeds, Admixture and moisture must be identical with the contract No. DHF94308 stipulated. ... A certificate issued by the beneficiary and countersigned by buyer’s representative Mr. Smith, his signature must be verified by opening bank, certifying the quality to conform to sample submitted on 15th July, 1994."
3) Study the L/C and give the relative information for the Chinese
Issue of a Documentary Credit-1
Sequence of Total *27 : 1/1
Form of Doc. Credit *40 A : IRREVOCABLE TRANSFERRABLE
Doc. Credit Number *20 : ILCT507553
Date of Issue 31C : 020529
Expiry *31D : DATE 020701 PLACE CHINA
Applicant *50 : ABC CO.
30, MIDDLE NECK ROAD, GREAT NECK, N.Y.
Beneficiary *59 : GUANGDONG TEXTILES I. AND E. CORP.
68 XIAO BEI ROAD, GUANGZHU, CHINA
Amount *32B : CURRENCY USD AMOUNT 80,000.00
Pos. / Neg. Tol. (%): 39A : 02/02
Available with/by *41D : ANY BANK IN CHINA BY NEGOTIATION
Drafts at… 42C : SIGHT
Drawee 42D : JPMORGAN CHASE BANK
Partial Shipment 43P : ALLOWED
Transshipment 43T : ALLOWED
Loading in Charge 44A : GUANGZHOU CHINA
For Transport to… 44B : NEW YORK
Latest Date of Ship. 44C : 020610
Description of Goods 45B :
LADIES JEANS ASSORTED STYLE AND COLOR ABOUT 800 DOZEN
SHIPPING TERMS: FOB GUANGZHOU CHINA PLUS INSURANCE
Documents Required 46A :
l COMMERCIAL INVOICE AND 4 COPIES
l CUSTOMS INVOICE AND 3 COPIES
l PACKING LIST AND 3 COPIES
l CERTIFICATE OF ORIGIN AND 3 COPIES
l FULL SET CLEAN BILLS OF LADING PLUS 2 NON-NEGOTIATABLE COPIES CONSIGNED TO ORDER OF JPMORGAN CHASE BANK MARKED NOTIGY ABC CO. AND FREIGHT COLLECT EVIDENCING CONTAINERIZED SHIPMENT.
l BENEFICIARY’S CERTIFICATE CERTIFYING THATT COMMOCIAL INVOICE, PACKING LIST, ORIGINAL EXPORT LICENCE AND CUSTOMS INVOICE HAVE BEEN DESPATCHED BY COURIER SERVICE DIRECT TO ABC CO.
Additional Conditions 47A :
AN ADDITIONAL FEE OF USD50.00 OR EQUIVALENT WILL BE DEDUCTED FROM THE PROCEEDS PAID UNDER ANY DRAWING WHERE DOCUMENTS PRESENTED ARE FOUND NOT TO BE IN STRICT CONFORMITY WITH THE TERMS OF THIS CREDIT.
THIS LETTER OF CREDIT IS TRANSFERABLE BY BANK OF CHINA, CHINA. ANY TRANSFER (S) EFFECTED BY THE TRANSFERRING BANK MUST BE ADVISED TO US STATING 1. NAME OF TRANSFEREE(S) 2. THE AMOUNT OF THE TRANSFER(S) AND 3. WHETHER OR NOT THE FIRST BENEFICIARY HAS ELECTED TO SUBSTITUTE THEIR DRAFT(S) AND/OR INVOICE FOR THOSE OF THE TRANSFEREE(S). IF WE DO NOT RECEIVE SUCH NOTICE UPON PRESENTATION OF THE DRAWING DOCUMENTS AND IF THE DRAWER IS NOT THE ORIGINAL BENEFICIARY, WE WILL CONSIDER THE DRAWING AS DISCREPANT AND MAY IN OUR SOLE JUDGEMENT APPROACH THE APPLICANT FOR A WAIVER OF THE DISCREPANCY(IES)
THIS TELETRANSMISSION IS THE OPERATIVE INSTRUMENT AND SUBJECT TO UCP 1993 REVISION ICC PUBLICATION NO. 500 AND ENGAGES US IN ACCORDANCE WITH THE TERMS THEREOF.
Presentation Period 48 :
DOCUMENTS MUST BE PRESENTED NOT LATER THAN 15 DAYS AFTER THE DATE OF SHIPMENT, BUT WITHIN THE VALIDITY OF THE CREDIT.
Details of Charges 71B : ALL BANKING CHARGES OUTSIDE USA FOR BENEFICIARY ACCOUNT
Confirmation * 49 : WITHOUT
Instructions 78 :
PLEASE REFER TO OUR DOCUMENTARY CREDIT NUMBER R-225938 ON ALL COMMUNICATIONS WITH US
Send. To Rec. Info. 72 B49 : MAIL ACKNOWLEDGEMENT OF THIS LETTER OF CREDIT AND/OR ANY SUBSEQUENT AMENDMENTS NOT REQUIRED.
Trailer Order is <MAC:> <PAC:> <ENG:> <CHK:> <TNG:> <PDE:>
MAC: B3DEFB51
CHK: 3D4F84D99341
开证人 受益人 信用证号码 开证日期 信用证有效期 到期地点 装运港 目的港 装运期限 商品名称 商品数量 要求单据 交单期限 信用证是否保兑 信用证是否可转让 是否可撤消 信用证金额 金额增减幅度 汇票付款期限 可否分批装运 可否转船 付款人单据不符点扣费标准 货物数量增减幅度
4) Study the following L/C and the related contract and make a request for amendment.
Issue of a Documentary Credit-2
Issuing Bank : METITABANKLTD.,FINLAND
Form of Doc. Credit : REVOCABLE TRANSFERRABLE
Credit Number : LTR9802457
Date of Issue : 980428
Expiry : DATE 980416 PLACE FINLAND
Applicant : A.B.C. CO.
AKEKSANTERINK AUTO
P.O. BOX 9, FINLAND.
Beneficiary : GUANGDONGLIGHT ELECTRICAL CO. LTD.
52, DEZHENG ROAD SOUTH, GUANGZHOU, CHINA
Amount : USD3648.00 (SAY U.S. DOLLARS THIRTY SIX THOUSAND FOUR HUNDRED AND EIGHT ONLY)
Pos. / Neg. Tol. (%): : 5/5
Available with/by : ANY BANK IN ADVISING COUNTR,Y
BY NEGOTIATION
Drafts at… : DRAFTS AT 20 DAYS’ SIGHT FOR FULL INVOICE VALUE
Partial Shipment : NOT ALLOWED
Transshipment : ALLOWED
Loading in Charge : GUANGZHOU
For Transport to : HELSINKI
Shipment Period : AT THE LATEST MAY 30, 1998
Description of Goods :
960PCS OF HALOGEN FITTING W500, USD6.80 PER PC AS PER SALES CONTRACT 98SC468001 DD 22, 4, 98
CIF HESINKI
Documents Required :
l COMMERCIAL INVOICE 1 SIGNED ORIGINAL AND 5 COPIES
l PACKING LIST IN 2 COPIES
l FULL SET CLEAN ON BOARD MARINE BILLS OF LADING , MADE OUT TO ORDER, MARKED “FREIGHT PREPAID” AND NOTIGY APPLICANT (AS INDICATE ABOVE)
l GSP CERTIFICATE OF ORIGIN FORM A, CERTIFYING GOODS OF ORIGIN IN CHINA, ISSUED BY COMPETENT AUTHORITIES
l INSURANCE POLICY/CERTIFICATE COVERING ALL RISKS AND WAR RISKS OF PICC. INCLUDING WAREHOUSE TO WAREHOUSE CLAUSE UP TO FINAL DESTINATION AT HELSINKI, FOR AT LEAST 120 PCT OF CIF-VALUE
l SHIPPING ADVICES MUST BE SENT TO APPLICANT WITH 2 DAYS AFTER SHIPMENT ADVISING NUMBER OF PACKAGES, GROSS & NET WEIGHT, VESSLE NAME, BILL OF LADING NO. AND DATE CONTRACT NO., VALUE
Presentation Period : 6 DAYS AFTER ISSUANCE DATE OF SHIPPING DOCUMENT
Confirmation : WITHOUT
Instructions : THE NEGOTIATION BANK MUST FORWARD THE DRAFTS AND ALL DOCUMENTS BY REGISTRERED AIRMAIL DIRECTLY TO US IN TWO CONSECUTIVE LOTS, UPON RECEIPT OF THE DRAFTS AND DOCUMENTS IN ORDER, WE WILL REMIT THE PROCEEDS AS INSTRUCTED BY THE NEGOTIATING BANK.
Sales Contract
Contract No.: 98SGQ468001
Date : APR. 22. 1998
Signed at: GUANGZHOU
Telex: 0835
Fax: 83556688
Telex:
Fax: |
Sellers:
GUANGDONG LIGHT ELECTRICAL
APPLIANCES CO., LTD
Address: 52, DEZHENG ROAD SOUTH,
GUANGZHOU, CHINA
Buyers: A.B.C Corp.
Address: AKEDSANTERINK AUTO
P. O. BOX. 9, FINLAND
This Sales Contract is made by and between the Sellers and the Buyers, whereby the sellers agree to sell and the buyers agree to buy the under-mentioned goods according to the terms and conditions stipulated below:
|
(1)Name of Commodity and specifications |
(2)Quantity |
(3)Unit |
(4)Unit Price |
(5)Amount |
|
HALOGEN FITTING W500
10% more or less both in amount and quantity allowed |
9600 PCS |
PC |
CIF HELSINKI USD3.80/PC |
USD36480.00 |
|
Total amount |
USD36480.00 |
(6) Packing: CARTON .
(7) Delivery : From Guangzhou to Helsinki
(8) Shipping marks: N/M
(9) Time of Shipment: Within 30 days after receipt of L/C, allowing transshipment and partial shipment
(10)Terms of payment: BY 100% Confirmed Irrevocable Letter of Credit in favor of the Sellers to be available by sight draft to be opened and to reach China before May 1, 1998 and to remain valid for negotiation in China until the 15th days after the foresaid Time of Shipment. L/C must mention this contract number. L/C advised by Bank of China Guangzhou Branch TLX: 444U4K GZBC. CN. All banking charges outside China (the mainland of China) are for account of the Drawer.
(11) Insurance: To be effected by Sellers for 110% of full invoice value covering F.P.A. up to Helsinki.
(12) Arbitration: All disputes arising from the execution of or in connection with this contract shall be settled amicably by negotiation. In case no settlement can be reached through negotiation the case shall then be submitted to China International Economic & Trade Arbitration Commission in Shenzhen (or in Beijing) for arbitration in act with its sure of procedures. The arbitral award is final and binding u0pon both parties for setting the dispute. The fee, for arbitration shall be born by the losing party unless otherwise awarded.
The Seller: 张山 The Buyer： Mary
5) Study the following L/Cs and prepare documents for negotiation accordingly.
L/C-3
APPLICATION HEADER 700 UOVBPHMMAXXX
UNITED OVERSEAS BANK PHILIPPINES
MANILA
SEQUENCE OF TOTAL 27: 1/1
FORM OR DOC CREDIT 40: IRREVOCABLE
DOC CREDIT NUMBER 20: 18LC04/10359
DATE OF ISSUE 31C: 040315
EXPIRY 31D: DATE 40430 PLACE/CHINA
APPLICANT 50: TBCD ELECTRONIC CO LTD
N2036 FEATI STREET PAMPANGA PHILIPPINES
BENEFICIARY 59: BEIJING LONGTAINDA CO LTD
NO 123 ZHONGGUANCUN SOUTH ROAD
HAIDIAN DISTRICT BEIJING PRC
AMOUNT 32B: CURRENCY USD AMOUINT 36432.30
AVAILABLE WITH/BY 41D: ANY BANK BY NEGOTIATION
DRAFTS AT 42C: SIGHT FOR 100 PERCENT INVOICE VALUE
DRAWEE 42A: UOVBPHMM
UNITED OVERSEAS BANK PHILIPPINES
MANILA
PARTIAL SHIPMENTS 43P: PERMITTED
TRANSSHIPMENT 43T: PERMITTED
LOADING IN CHARGE 44A: ANY PORT IN CHINA
FOR TRANSPORT TO 44B: MANILA PHILIPPINES
LATEST DATE OF SHIP. 44C: 040412
DESCRIPTION OF GOODS 45A: 730PCS 60CNT
AS PER PROFORMA INVOICE NO P00601
DATED FEB29, 2004
P.S.C.C.:776.10.00
FOB DALIAN CHINA
DOCUMENTS REQUIRED 46A:
1. FULL SET OF 3/3 CLEAN ON BOARD OCEAN BILL OF LADING ISSUED TO THE ORDER OF UNITED OVERSEAS BANK PHILIPPINES MARKED “FREIGHT COLLECT” NOTIFY APPLICANT.
2. SIGNED COMMERCIAL INVOICE IN TRIPLICATE.
3. PACKING LIST IN TRIPLICATE
4. BENEFICIARY’S CERTIFICATE THAT ONE (1) SET OF NON-NEGOTIATABLE SHIPPING DOCUMENTS HAVE BEEN FORWARDED DIRECTLY TO APPLICANT VIA COURIER SERVICE WITHIN FIVE (5) DAYS AFTER SHIPMENT.
ADDITIONAL COND. 47A:
1. ALL COPIES OF SHIPPING DOCUMENTS SUCH AS BUT NOT LIMITED TO BILL OF LADING (B/L), AIR WAYBILL (AWB) OR POSTAL RECEIPT MUST LEGIBLY INDICATE THE L/C NUMBER PERTAINING TO THE SHIPMENT
2. BILL OF LADING MUST SHOW ACTUAL PORT OF LADING AND DISCHARGE.
3. IN CASE OF PRESENTATION OF DISCREPANT DOCUMENTS AND SUBJECT TO THE ISSUING BANK ACCEPTANCE, A DISCREPANCY FEE OF USD50.00 FOR ACCOUNT OF BENEFICIARY SHALL BE LEVIED.
4. UNLESS OTHERWISE STIPULATED, ALL DOCUMENTS SHOULD BE ISSUED IN ENGLISH LANGUAGE.
DETAILS OF CHARGES 71B: ALL BANK CHARGES OUTSIDE PHILIPPINES ARE FOR BENEFICIARY’S ACCOUNT.
PRESENTATION PERIOD 48: ALL DOCUMENTS SHOULD BE PRESENTED WITHIN 15 DAYS AFTER SHIPPING DATE.
CONFIRMATION 49: WITHOUT
INSTRUCTIONS 78:
1. UPON RECEIPT OF DOCUMENTS WITH ALL TERMS AND CONDITIONS COMPLIED WITH, WE WILL REMIT THE PROCEEDS TO THE NEGOTIATING BANK ACCORDING TO THEIR INSTRUCTIONS.
2. DOCUMENTS TO BE MAILED DIRECTLY TO UNITED OVERSEAS BANK PHILIPPINES. LOCATED AT 17TH FLR, PACIFIC STAR BLDG, SEN GIL PUYAT AVE, COR. MAKATI AVE, MAKATI CITY, PHILIPPINES IN ONE (1) LOT VIA COURIER.
3. REIMBURSEMENT, IF APPLICABLE, IS SUBJECT TO ICC URR 525
4. THIS CREDIT IS SUBJECT TO ICC UCP500
SEND TO REC. INF. 72: YOU MAY CONTACT BENEFICIARY AT
TEL NO. 86-10-66226699
FAX NO. 85-10-66226688
L/C-4
BNCHCNBJA600 200611291500
L00NLV30 10:45:41 LOGICAL TERMIAL JZ01
S700 ISSUE OF A DOCUMENTARY CREDIT PAGE 00001
FUNC HBJZPRQ1
GACK DWS655I AUTH OK, KEY B10603195D0A065C, BKCHCNBJ BLOP **** RECORD
SIC HEADER F 01 BKCHCNBJA61C I448 536455
APPLICATION HEADER O 700 1019 051127 BLOPIT22AXXX 1653 553613 061127 1729 N
*BANCA LOMBARDA E PIEMONTESE S.P.A.
* BRESCIA
SER HEADER SERVICE CODE 103:
BANK. PRIORITY 113: HBTR
MSG USER REF. 108: HBTX01
INFO. FROM C1 115:
SEQUENCE OF TOTAL *27 : 1 / 1
FORM OF DOC. CREDIT *40 A : IRREVOCABLE
DOC. CREDIT NUMBER *20 : 906CIM0042563BCO
DATE OF ISSUE 31 C : 061124
A0PLICABLE RULES *40 E : UCP LATEST VERSION
/
EXPIRY *31 D : DATE 051221 PALCE BRESCIA, ITALY
APPLICANT BANK 51 A : BCABIT21
*BANCO DI BRESCIA S.P.A. (GROUP BANCA
*LOMBARDA E PIEMONTESE – BRESCIA )
*BRESCIA
APPLICANT *50 : O.M.G. ZANOLETTI SRL
VIA CARDUCCI, 11
25060 PONTE ZANADO-SAREZZO (BS)
ITALY
BENEFICIARY *59 : JINGZHOU LOTUS MACHINE TOOL CO.,LTD
146 ANXINQIAO ROAD, JINGZHOU,
HUBEI, 434100, P.R.CHINA
AMOUNT *32 B : CURRENCY USD AMOUNT 15.070,
AVALIABLE WITH/BY *42D : ANY BANK
BY NEGOTIATION
DEFERRED PAYM. DET. 42P : AT 60 DAYS AFTER B/LADING DATE
PARTIAL SHIPMENTS 43P : NOT ALLOWED
TRANSSHIPMENT 43 T : ALLOWED
PORT OF LOADING/AIRPORT
DEPARTURE 44 E :
JINGZHOU PORT, CHINA
PORT OF DISCHARGE/AIRPORT
DESTINATION 44F :
GENOVA PORT, ITALY
LATEST DATE OF SHIP. 44C : 061130
DESCRIP. OF GOODS 45 A :
GOODS IN QUANTITY, QUALITY AND PRICES AS PER INVOICE NUMBER N. IN111OMG DATED NOV 17, 2006 AS FOLLOWS:
1 SET OF LATHE C6260/1500 WITHOUT ELECTRICAL EQUIPMENT AND LESS CLUTCHES (MODEL: FC6260) AT THE PRICE OF USD. 6.730,00
1 SET OF LATHE C6260/1500 FOR TEACH IN AND WITH BALL SCREWS (MODEL : CA6260) AT THE PRICE OF USD. 7.590,00 PLUS FREIGHT AND INSURANCE USD. 750,00
TOTAL INVOICE AMOUNT USD. 15.070,00
DELIVERY TERMS: CIF GENOVA PORT, ITALY
DOCUMENTS REQUIRED 46 A:
+COMMERCIAL INVOICES, STAMPED AND SIGNED BY BENEFICIARY, ORIGINAL AND TWO COPIES
+ FULL SET CLEAN ON BOARD OCEAN MARINE B/LADING ISSUED TO THE ORDER AND BLANK ENDORSED, WITH NOTIFY : O.M.G. ZANOLETTI SRL- VIA CARDUCCI 11, 25060 PONTE ZANANO – SAREZZO (BS) ITALY PH+ 39 030 832841 FAX +39 030 8910987 AND MARKED: FREIGHT PREPAID
+ ORIGINAL PLUS DUPLICATE INSURANCE POLICY/CERTIFICATE ISSUED IN NEGOTIATABLE FORM FOR THE 110 P.C.,
************************(原文件之分页处)******** *******
006NOV30 10: 45:41 LOGICAL TERMINAL JZ01
WT S7 00 ISSUE OF A DOCUMENTARY CREDIT PAGE 00002
FUNC HBJZ0PRQ1
CIF GOODS VALUE, COVERING ALL RISKS AS PER INSTITUTE CARGO CLAUSES A AND SHOWING: CLAIMS, IF ANY, PAYABLE IN ITALY
ADDITIOANL COND. 47 A :
PRESENTING BANK MUST CERTIFY ON THEIR COVERING SHCEDULE OF DOCUMENTS THAT ALL CRAWINGS HAVE BEEN DULY ENDORSED ON THE REVERSE OF THE ORIGINAL CREDIT NEGOTIATION
DOCUMENTS ISSUED BEFORE THIS DOC. CREDIT ARE NOT ACCEPTABLE
ART. 18 C II OF UCP 1993 ICC PUBL 500 NOT APPLICABLE
ALL DOCUMENTS MUST BE ISSUED IN ENGLISH
PLEASE SEND DOCUMENTS TO:
BANCO DI BRESCIA
VIA TARTAGLIA N. 22
25128 BRESCIA, ITALY
BY TWO SEPARATE LOTS, FIRST BY DHL.
IF DOCUMENTS PRESENTED UNDER THIS L/C ARE FOUND TO BE DISCREPANT, WE SHALL GIVE ITS NOTICE OF REFUSAL AND SHALL HOLD DOCUMENTS.
HOWEVER, SHOULD WE RECEIVE APPLICANT’S APPROVAL OF DISCREPANCIES PRIOR TO YOUR INSTRUCTIION ON DISPOSAL OF DOCUMENTS, WE’LL BE ALLOWED TO RELEASE THE SAID DOCUMENTS TO APPLICANT
PLS TAKE NOTE THAT THIS CREDIT IS TRANSMITTED BY BLOPIT22 BUT MUST BE CONSIDERED ISSUED BY BCABIT21 WHO WILL BEAR ALL LIABILITIES RELATED TO THE ISSUANCE OF THIS DOC. CREDIT.
DETAILS OF CHARGES 71B : ALL CHARGES AND COMMISIONS OUTSIDE ITALY ARE FOR BENEFICIARY ACCOUNT
PRESENTATION PERIOD 48 : 21 DAYS
CONFIRMATION *49 : WITHOUT
INSTRUCTIONS 78 :
AT MATURITY DATE, HAVING RECEIVED AT OUR COUNTERS DOCUMENTS FULLY COMPLYING WITH THIS DOC. CREDIT TERMS AND CONDITIONS, WE’LL CREDIT NEGOTIATING BANK AS PER THEIR INSTRUCTIONS, VALUE TWO WORKING DAYS AFTER OUR MESSAGE
ADVISE THROUGH” 57 D : /8235 1264 2808 0930 14
BANK OF CHINA
JINGZHOU BRANCH CHINA
SEND. TO REC. INFO. 72 : PLEASE URGENTLY NOTIFY BENEFICIARY AND ACKNOWLEDGE RECEIPT TO OUR HOLDONG BLOPIT22 QUOTING OUR REF :906CIM0042673BCO-BCABIT21
TRAILER ORDER IS <MAC:> <PAC:> <ENC:> <CHK:> <TNG:> <PDE:>
MAC: 6254DDCE
CHK: D4817E3B562D
A-FM BKCHCNBJAXXX0611271700
______________________________( 续文)_________________________________
2006DEC11 09：46：06 LOGICAL TERMINAL JZ01
MT S707 AMENDMENT TO A DOCUMENTARY CREDIT PAGE 00001
FUNC HBJZPRQ1
MSGACK DWS7651 AUTH OK， KEY B10603195D01065C， BKCHCNBJ BLOP ****
BASIC HEADER F 01 BKCHCHBJZ61C 1451 129591
APPLICATION HEADER O 707 1347 061206 BLOPIT22AXXX 1660 571647 601208 2048 N
* BANCA LOMBARDA E PIEMONTESE S.P.A.
* BRESCIA
USER HEADER SERVICE CODE 103：
BANK 。 PRIORITY 113： HBTR
MSG USER REF. 108: HBTX03
INFO. FROM CI 115:
SENDER’S REF. *20 : 907CIM0042673BCO
RECEIVER’S REF. *21 : UNKNOWN
ISSUING BANK’S REF. 23 : 907CIM0042673BCO
ISSUING BANK 52A : BCABIT21
*BANCO DI BRESCIA S.P.A. (GROUP BANCA
*LOMBARDA E PIEMONTESE- BRESCIA)
*BRESCIA
DATE OF ISSUE 31 C : 061124
DATE OF AMENDMENT 30 : 061204
NUMBER OF AMENDMENT 26 E : 1
BENEFICIARY * 59 : JINGZHOU LOTUS MACHINE TOOL CO., LTD.
146 ANXINQIAO ROAD, JINGZHOU, HUBEI, 434100, P.R.CHINA
NEW DATE OF EXPIRY 31 E : 061229
PORT OF LOADING /AIRPORT
OF DEPARTURE 44 E :
SHANGHAI PORT, CHINA]
LATEST DATE OF SHIP. 44 C : 061220
NARRATIVE 79 : IN FIELD 31D PLEASE DELETE AND INSERT:
061229 CHINA ONLY FOR PRES. DOCS.
IN FIELD 46A PLEASE INSERT:
+PACKING LIST, ORIGINAL AND TWO COPIES
+ORIGINAL OF FUMIGATION/DISINFECTION CERTIFICATE
+ORIGINAL PLUS ONE COPY (PHOTOCOPY NOT ACCEPTABLE) CERTIFICATE OF CHINESE ORIGIN OR THE GOODS ISSUED AND STAMPED BY COMPETENT AUTHORITY IN CHINA ATTESTING THE CHINESE ORIGIN OF THE GOODS ‘
FIELD 38 PLEASE INSERT:
9 DAYS
OTHERWISE UNCHANGED.
PLEASE URGENTLY ADIVSE BENEFICIARY SENDING US HIS AGREEMENT TO OURS BLOPIT 22 QUOTING OUR REF: 907CIM0042673BCO-BCABIT21.
THIS MESSAGE IS TRANSMITTED BY BLOPIT22 BUT ORIGINATED BY BCABIT21.
TRAILER ORDER IS <MAC:> <PAC:> <ENC:> <CHK:> <TNG:> <PDE:>
MAC: 5B844AF0
CHK: 25EE9AA37EDE
A - FM BKCHCNBJAXXX 0612062048
BKCHCNBJ600 20061208
L/C-5
2001MAR20 21:08:49 Logical Terminal LP5O16
MT S700 Issue of a Documentary Credit Page 00002
FUNC PKBSHAN
MSGACK DWS765I Auth OK, key B101012125329D09, KRED **** GABAARBA record
Basic Header ， F 01 KREDCNSXAXXX 8697 112345
Application Header O 700 1708 010320 GABAARBAAXXX 3803 508019 010320 2108 N
*BANCO DE GALICIA Y BUENOS AIRES
* BUENOS AIRES
User Header Service Code 103 ：
Bank, Priority 113 ：
Msg User Ref. 108 ： TR72001032018190
Info. from CI 115 ：
Sequence of Total *27 : 1 / 1
Form of Doc. Credit *40 A : IRREVOCABLE
Doc. Credit Number *20 : 111382000CDIM
Expiry *31D : Date 010530 Place CHINA
Applicant * 50 : GAUCHITO FABRICA ARGENTINA SRL
AV PAVON 1261
(1870) AVELLANEDA
PCIA DE BUENOS AIRES, ARGENTINA
Beneficiary * 59 : HUBEI JINGZHOU MACHINE TOOL WORKS
IMP. AND EXP. CORP
38 ANXINQIAO ROAD, JINGZHOU CITY, HUBEI, 434100 P.R.CHINA
Amount * 32 B : Currency USD Amount 35.918,
Available with/by *41A : KREDCNSXXXX
*KBC BANK NV (FORMERLY KREDIETBANK
* SHANGHAI BRANCH SHANGHAI)
*SHANGHAI
Drafts at … 42 C : 120 DAYS AFTER B/L DATE
Drawee 42 A : KREDCNSXXXX
*KBC BANK NV (FORMERLY KREDIETBANK
* SHANGHAI BRANCH SHANGHAI)
* SHANGHAI
Partial Shipments 43 P : PROHIBITED
Transshipment 43 T : PERMITTED
Loading in Charge 44A :
CHINA
For transport to … 44B :
BUENOR AIRES, ARGENTINA BY VESSEL
Latest Date of Ship. 44C : 010510
Descript. of goods 45A :
1)LATHE HUBEI CJ 6140 3 SETS 7.900.- 23.700.-
2) LATHE HUBEI CJ 6132/75 1 SET 6.900.- 6.900.-
3) DRILL ZX40A B/S HUBEI 3 SETS 1.465,. 4.395.-
SPARE PARTS
4) LINEAL BALL W/ SUPPORT FOR ZX40A B/S X AXIS 1 SET 150.- 150.-
5) LINEAL BALL W/ SUPPORTFOR ZX40A B/S Y AXIS 1 SET 140.0 140.-
6) LINEAL BALL W/SUPPORT FOR ZX40A B/S Z AXIS 1 SET 125.- 125.-
————————————原文换页处————————————————
2001MAR20 21:08:49 Logical Terminal LP5O16
MT S700 Issue of a Documentary Credit Page 00002
FUNC PKBSHAN
7) LINEAL BALLS W SUPPORTS FOR LATHE C6140 X AXIS 1 SET 200.- 200.-
8) LINEAL BALLS W SUPPORTS FOR LATHE HUBEIC6140 Z AXIS 1 SET 350.- 350.-
9) LINEAL BALLS FOR LATHE C6132 X AXIS 1 SET 200.- 200.-
10) LINEAL BALLS FOR LATHE C6132 FOR Z AXIS 1 SET 350.- 350.-
11) ELECTRIC CHUCK 200MM. 380V 1 SET 300.- 300.-
12) SOFT JAWS FOR E. CHUCK 5 SETS 43.- 215.-
13) NORMAL JAWS FOR E. CHUCK 5 SETS 46.- 230.-
14) CHUCK 125 MM-K11 10 SETS 38.- 380.-
15) 130BC3100C MOTOR 12NM 9 SETS 97.- 873.-
VALUE : CFR BUENOS AIRES, ARGENTINA
GOODS ORIGIN: CHINA
Documents Required 46A :
+ COMMERCIAL INVOICE SIGNED BY SELLERS IN ORIGINAL AND 6 COPIES SIGNED Y THE CHINESE CHAMBER OF COMMERCE AND VISAED BY THE ARGENTINE CONSULATE IN CHINA
+ FULL SET 3/3 ORIGINAL OF CLEAM ON BOARD OCEAN BILL OF LADING (B/L) ISSUED TO THE ORDER AND BLANK ENDORSED ON THE REVERSE, NOTIFY BUYERS, SHOWING AMOUNT OF FREIGHT AND MARKED FREIGHT PREPAID
+ CERTIFICATE OF ORIGIN IN ORIGINAL SIGNED BY THE CHINESE CHAMBER OF COMMERCE AND VISAED BY THE ARGENTINE CONSULATE IN CHINA AND 6 COPIES
+PACKING LIST IN ORIGINAL AND COPY
+PRICES LIST IN ORIGINAL, SIGNED BY THE CHINESE CHAMBER OF COMMERCE AND VISAED BY THE ARGENTINE CONSULATE IN CHINA AND COPY
Additional Con. 47 A :
COMMERCIAL INVOICE AND PRICES LIST MUST INDICATE:
‘LOS PRECIOS DE COMPRA SON LOS ACTUALES DEL MERCADO INTERNO DE CHINA Y ACCORDE CON LA LISTA DE PRECIOS, Y NO HAY NINGUN CONVENIO O POSIBLIIDAD DE SER MODIFICADOS, YA QUE LA EMPRESA QUE FABRICA ESTOS PRODUCTOS ES UNA EMPRESA DEL ESTADO DE CHINA’
+DOCUMENTS MUST BE PRESENT FOR USD 38.508.- BUT THIS LC COVERS ONLY UDS35.918,00, THE DIFFERENCE OF USD 2.590.- HAS BEEN PAID IN ADVANCE BY APPLICANT OUTSIDE LC TERMS AND WITHOUT RESPONSIBILITY FOR BANCO DE GALICIA Y BENOS AIRES SA
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6) Study the following cases and explain why the exporter fails to get paid.
Case A
1989年9月3日, 中国华亚贸易公司收到中国银行转来的通知, 告知A国开证行拒绝付出Y0l58-72号信用证之货款, 拒付理由主多有以下两点：
1)信用证失效 2)装运期延误。
华亚公司得知此情况后, 即通过当地银行与开证行联系, 得到的回答是：开证行无延长装运期和信用证到期日的记录。这也就是说，信用证修改书是伪造的。 那么，这到底是怎么回事呢？事情还得追溯到当年的3月25日。
一、合同的签订
合同的签订者华亚贸易公司是国内一家专营进出口业务的公司，而布迪公司是A国一贸易商，在华设有办事处，曾与华亚公司有过几次业务往来。
1989年3月25日, 华亚公司又与布迪公司签订了一笔出口10000套服装的合同。合同号为89FCVO810，价格条件为每件25美元CIFC3目的港，合同总价款为250,000美元，装运期为同年5月份。合同规定以不可撤消、即期信用证付款，买方必须于装运期前50天将信用证开到中国银行华亚公司所在地分行，服装的品质以华亚公司所在地进出口商品检验证为准。
布迪公司授权格林先生为合同买方签字人，签字下方写明For HEC Company”( “为 HEC公司”)。
合同的履行及纠纷的发生；
合同签订之后，布迪公司未按合同规定于装运期( 1989年5月)前将信用证开至华亚公司。在华亚公司的一再催促之下，布迪公司拖至1989年7月25日才开出信用证，信用证号为Y0l58-72，开证行为A国某银行。该信用证的开证申请人为HEC公司，受益人为华亚公司。信用证规定：信用证的到期日为1989年8月15日，到期地点为中国。信用证除要求卖方提交其他必须单据外，还规定卖方应提交4份日期不得迟于1989年8月1日的已装船清洁提单。但由于华亚公司干1989年8月5日才收到由银行转交来的信用证，因此，华亚公司根本无法按信用证要求的期限发货并得到所要求的提单。在此情况下，华亚公司立即与布迪公司联系，要求修改信用证，以使华亚公司能切实可行地交货。1989年8月8日，华亚公司收到了布迪公司发来的一份传真，内容是一份正式的信用证修改通知书，并将最后装运日期延长至1989年8月11日，到期回延长至1989年8月20日。另外，布迪公司还对此修改书出具了一份保函，即对其作了付款担保。
由于华亚公司收到此修改通知书距发货日期只有短几天并基于对布迪公司的信任，于1989年8月11日发运了合同项下的10000套服装。发货后，华亚公司即向银行顺利提交了议付单据。
接着就发生了本文开头叙述的情况。
二、补充协议
拒付发生后，华亚公司即与布迪公司交涉，经过谈判与布迪公司就89FCVO810号买卖合同达成了一份由双方签字的协议。
协议内容如下：
1．布迪公司应用T/T方式支付华亚公80000美元作为10000套服装的预付款。作为付款的保证，布迪公司应开立一份金额为170000美元的预开支票，支票上的日期为1990年5月30日。
2．布迪公司同意在A国清关，支付所有必要的关税和费用, 并将货物运到由华亚公司确认的仓库，所有的仓储费用均由布迪公司承担。
3．如果在1990年5月20日前布迪公司未能将货物售出，布迪公司将接受货物，并在1990年5月30日前将合同货款支付给华亚公司。
4.该协议视为89FCVO810号合同不可分割的一部分。
5. 在收到布迪公司付款证明以后，华亚公司即向布迪公司提交提单和其他正本单据，以便该公司在A国清关。
6.如果布迪公司同意该协议的条款，华亚公司将不起诉布迪
此协议签订后，华亚公司先后收到了80000美元的预付款与170000美元的预开支票。随即华亚公司将全套提货单据交给布迪公司，以便布迪公司提货之用。
三、新的波折
1990年4月底，华亚公司将支票交给银行转送受票银行兑现。支票兑现时遭到银行拒付。华亚公司询问布迪公司原因，布迪公司答复是货物质量有问题，但是没有提供任何证明。华亚公司后又多次与布迪公司联系，要求对方履行合同，付清货款，但都没有成功。至此，华亚公司与布迪公司对89FCV810号合同产生纠纷，由于双方不能友好协商解决，最后只得通过提交仲裁解决该纠纷。
在仲裁过程中，华亚公司与布迪公司分别陈述了事实经过和各自的观点．此合同纠纷的焦点概括地说主要有以下两点；
l. 第89FCV0180号合同的买方是谁？华亚公司认为合同的买方是布迪公司，在合同买方一栏中清楚地写明了布迪公司的全称和地址。布迪公司在合同上签字时，虽然注明“For HEC Company”，但并未写明HEC公司的全称和详细地址，而且布迪公司签订关于89FEC0180号台同的补充协议时，布迪公司完全独立地在协议上签名，并承担了支付全部货款和接受货物的义务。
而布迪公司则认为一个销售合同的买方究竟是谁，不能仅看合同中买方一栏里所填写的名称，而应该从交易的实质内容来确定。
布迪公司在中国设立了常驻办事处，其在华的一贯做法是代理A国及其他国家和地区的经销商同中国的进出口公司签订购货合同，从中赚取佣金。这一点可以从合同中的价格条件“CIFC3目的港USD25”看出。3％的佣金即是付给中间商布迪公司的， 最后的买方签名说明了这一切；布迪公司的格林先生是代替HEC公司签订这份销售合同的。况且根据合同，这批货物的付款应由买方开出保兑的、不可撤销的即期付款信用证到中国银行，而这信用证的开证申请人是HEC公司；这就更进一步地说明了这一销售合同的买方是HEC公司，而不是布迪公司，布迪公司只是作为拿佣金的代理人参与签订此合同的。那么，这也不必履行作为买方接受货物和支付货款的义务。
2. 此批货物产品质量是否有问题? 华亚公司认为，买卖合同订有品质条款，这是买卖双方当事人对货物质量的约定，双方当事人必须严格遵守合同的规定。按照品质条款的规定：“货物的品质和重量以华亚公司所在地进出口商品检验证为准、”华亚公司在出口前已按照合同规定以及《中华人民共和国商品检验法》的规定，向商检部门报验，得到了针对这批货物的商检证书和出口商品放行通知单。另外，此批货物发运前，布迪公司曾派其驻华代表对10000套服装进行了检验，认为该产品可以接受并予以发运，并签发了产品合格检验证书，这足以说明货物的质量是符合合同要求的。但在合格证书的下方打印了“该商品应在目的地予以最后检验”的字样。
而布迪公司却坚持认为产品质量有问题，不符合合同规定，并于1990年6月20日寄给华亚公司一份签署日期为1990年3月10日的A国方面出具的检验证书，证书上说明了对两套服装进行了检验，发现服装质量有问题, 但并未提及服装型号。其理由是“公约” ( 第35条)规定“销售的货物必须适用于同一规格的货物通常使用的目的”，对于货物不符合合同的情形, 即使在交货后方始明显, 卖方应负有责任。由于货物有质量问题, 无法在协议期间及时卖出, 所以布迪公司通知银行停止支付先前抵押的支票也是理所当然的。
至于布迪公司为何在1990年6月20日才将检验证书寄给华华亚公司，是因为根据双方签署协议的规定，布迪公司在1990年5月20日才享有对货物的所有权，因而其检验货物及索赔就在5月20日以后开始。
针对谁是合同的买方及货品质量两个问题。华亚公司和布迪公司产生了上述分歧，对于这些分歧中孰是孰非．仲裁庭必须作出明确的裁决。
Case B
外贸企业的结算单据应由有一定业务水平和经验的人员专职审查把关。有条件者尽量在每个单据做到互相相复核，以后再经过专职人员审查，保证错误单据不出门。如以下案例汇票收款人漏: "only一词,发票有证明杂质和水份与合同规定一致,这些都是缮制单据失误。如果能由有经验的人员审查把关，就不致于发生以下案例的事故。"有关外贸企业应引起警惕！
1994年A.B.进出口公司向S.M.有限公司出口一笔大麻籽。对方开来信用证主要条款规定:“... Credit available by the beneficiary’s draft(s) at sight, pay to The Standard Bank, Ltd. only. ... Covering 150 M/Tons of Hempseeds, Admixture and moisture must be identical with the contract No. DHF94308 stipulated. ... A certificate issued by the beneficiary and countersigned by buyer’s representative Mr. Smith, his signature must be verified by opening bank, certifying the quality to conform to sample submitted on 15th July,1994."(……由受益人开具的即期汇票，只限付给标准银行……150公吨大麻籽，杂质及水份必须与第DHF94308号合同规定一致。……受益人出具证明并由买方代表史密斯先生会签，其签字须由开证行核实，证明品质符合1994年7月15日提供的样品。)
A.B.进出口公司审查信用证后，认为信用证条款与合同规定相符。在货物备妥后即邀请买方代表史密斯先生检验货物。买方代表看货后亦认为货物符合样品和合同的要求，表示同意装船。A.B.进出口公司即按信用证要求出具证书，证明所装运货物品质符合1994年7月15日提供的样品，并由买方代表史密斯先生会签。A.B.迸出口公司在装运后，于9月13日将信用证所要求的单据向议付行交单议付。于9月29日开证行却提出如下单证不符:
"1. 我信用证规定: " …The beneficiary’s draft(s) at sight pay to The Standard Bank, Ltd. only..." (只限付给标准银行)，你方提交的汇票收款人却只表示: "pay to The Standard Bank, Ltd." (付给标准银行)，漏"only"，违背了信用证规定。
2、我信用证规定货的杂质(Admixture和水份(Moisture)必须与第DHF94308号合同规定一致。从你方发票和其它有关单据上都无法确定杂质及水份的含量已符合上述合同规定。
3、你方出具的证书虽然已由史密斯先生会签，但其签字并非真实的，经与申请人事先向我行备案的签字存样对照，差别很大，故该证书无法生效。
以上三点与证不符，经联系申请人亦不同意接受单据。速告处理意见，我行暂代保管单据。"
A.B进出口公司对开证行所提的三项不符点，经研究认为对方是无理挑剔。于10月4日即作出如下反驳意见:
,
"1. 汇票收款人名称有三种惯例填法，即记名式抬头、指示式抬头和来人式抬头。记名式抬头即直接指定某某人为收款人。你信用证所规定和我提交的汇票均属于记名式标准银行，有无"only"，其作用没有很大的差别，均以标准银行为该汇票的收款人。我们认为我汇票的收款人缮制方法已符合你信用证要求，应认为单证一致。
2. 对货物规格含量问题，信用证规定杂质和水份必须与第DHF94308号合同规定一致。该合同规定杂质最高3%，水份最高12%8我发货票上亦同样记载杂质最高3%，水份最高12%。两者均相同，完全符合第DHF94308号合同规定，怎能说单证不符?
3. 关于我们出具的证书，证明货物品质符号1994年7月15日提供的样品问题。该证书己经由买方代表史密斯先生在检验货物后亲自会签，并非第三者签字，如何能说签字不真实? 信用证要求受益人出具证书，我们按信用证要求的内容出具了;信用证要求由买方代表史密斯先生会签，我们也已由其本人亲自签字了。史密斯先生只有一个人，怎能出现不同的签字?因此我们完全不同意你行的意见，你行应该接受单证一致的单据，按时付款。"
A.B.进出口公司信心十足地向开证行提出上述反驳意见，认为开证行这次无理可驳了。未料于10月9日又接到开证行的异议，其电文如下，
"你10月4日电悉。
1. 我信用证对汇票收款人明确规定: ''只限付给标准银行''其意思即禁止第三者参与本汇票的流通，不得背书转让。你实际汇票的收款人没有限制，即无''only''，则可以背书转让给第三者，其性质已改变，怎能说两者制法的作用无差别? 所以它已违背我信用证要求,这是单证不符之一。
2. 信用证规定杂质及水份必须与第DHF94308号合同规定一致。虽然你10月4日电中解释发货票上所表明的杂质含量最高3%，水份最高12%，实际与合同规定一致。
但我银行处理的仅仅是单据，单据上表现不出与合同相符的记载文句，你再次解释也无用。根据UCP500第4条规定: ''在信用证业务中，各有关当事人处理的是单据，不是与单据有关的货物、服务及/其他行为。''所以我银行不能去查找你合同或对照你合同规定是否相符。
总而言之，只要单据单纯相符，就是单证相符;单据表面上表现不出来信用证要求，就是单证不符。我银行不管你实际货物情况或合同如何规定。
3.对于品质符合样品的证书由买方代表签字问题。银行不管其买方代表史密斯先生是一个人还是两个人。但提请你方注意: 我信用证规定，''…His signature must be verified by opening bank''(他的签字必须由开证行核实)，申请人开立信用证时曾提供其签字的样本存案在我行。你方既已接受信用证该条款，则你方提交证书的会签人签字必须与我样本相符，其证书才能生效。而你方所提供会签人的签字完全与我行存案的签字不符，因此我行无法表示你单据符合信用证要求。
综上所述，以上三项确实单证不符。我们已再次联系开证申请人，对方亦不同意接受单据。速告单据处理意见。
A.B.迸出口公司根据开证行的意见，邀请有关行家研究，意欲再次反驳对方。经研究结果认为开证行意见并非无理挑剔，我方已无法反驳对方。但第3项不符点关于签字不符的问题，A,B.进出口公司即找买方代表史密斯先生，却早已离开回国了。A.B.进出口公司又直接向买方提出，并责问对方，我单据由你方代表史密斯先生亲自签字，为何与你向开证行备案的签字不符? 但对方一直不答复。开证行又再三催促处理单据意见。最终A.B.迸出口公司只好委托其它代理商就地处理货物，以免货物遭到更大的损失。
分析: A.B.进出口公司没有充分理解估用证结算方式的特点。信用证结算方式有二个最大特点，其一，信用证走一个独立自足的文件，它不依附于买卖双方的合同，不受合同约束。所以UCP500第3条规定“就其性质而言，信用证与可能作为其依据销售合同或其他合同走相互独立的交易，即使信用证中含有对此类合同的任何援引，银行也与该合同毫不相关，并不受其约末。因此，一家银行作出付款、承兑和支付汇票和/或履行信用证项下的其他义务的承诺，不受申请人与开证行式与受益人之间的关系而提出的索赔或抗辩的约束。” 其二，信用证有关当事人处理的是单据，开证行只单纯凭单据表面上是否与信用证相符而决定是否付款。所以在UCP500第4条有规定: “在信用证业务中，各有关当事人处理的是单据，而不是与单据有关的货物、服务及/或其他行为。”
A.B.进出口公司在接受信用证时就没有严格地审查信用证条款。在装运后缮制信用证项下单据时又没有严格要求单据表面上做到符合信用证条款。这是造成本案例事故的主要原因。
让我们再看看本案例的信用证条款，信用证规定：“由受益人出具证明并由买方代表史密斯先生会签，其签字须由开证行核实……”。这样的条款对受益人来说是非常不利的，因为其签字须由开证行证实，是否符合所备案的签字样，受益人无法掌握，开证行可以说相符，也可以说不相符，受益人都毫无依据，只能单凭开证行所说的为准。这样的条款无形中失去了开证行保证付款的作用，也失去了信用证的性质。又如买方代表是否按时到达装运港验货? 即使验货后又不接受等等，却会给卖方造成无法按时装运、收汇的事故。类似这样条款又如: 要求受益人提交目的港收货人提货确认书，即货物装运后必须等待买方在目的港提货完毕，寄来提货确认书才能结汇。受益人一旦接受这样的条款，都要冒很大的风险。所以审证是一项非常重要的工作，走关系到安全收汇的大问题，即使成交一笔条件非常优越的交易，如在审证工作中出了漏洞，则功亏一篑，最后收不回货款，甚至银货两空。
信用证规定杂质和水份必须与合同规定一致。银行不管实际货物的杂质和水份到底与合同规定走否一致，银行只管单据走否表现了信用证规定的字句，即在单据上表示，"杂质和水份与第DHF94308号合同规定一致。 " 有了上述这句的表示，即使实际货物杂质和水份与合同不一致，仍然算单证相符，开证行就必须履行其承诺，保证付款。A.B.进出口公司虽然在发单上表示了杂质最高3%、水份走高12%与合同等量的详细记载，而没有表明与第DHF94308号合同规定一致的文句，也走无用，仍然走不符合信用证要求。
国际贸易结算，单据是主要的依据，即使托收方式也是以单据为唯一依据，单据有问题，付款人有权拒收单据，拒付货款。信用证方式更是如此。所以UCP5O0第14条规定，银行的付款凭表面符合信用证条款的单据。当收到单据时必须仅以单据为依据，确定是否表面上与信用证条款相符。如果单据表面上与信用证条款不符，银行可以拒收单据。本案例的信用证规定受益人开具汇票的收款人做成 "只限(only)付给标准银行A.B.", A.B.进出口公司所提交的汇票在收款人栏虽然只漏"only"一词，但其性质却不同。A.B.进出口公司在反驳开证行电文中认为有无"only"都属于记名式抬头。但更确切地说，"Pay to xxx Co. only" 应该是限制记名式，这样记名式限制付款人只能将票款付给该抬头人，不得转让。这种方式多由于出票人不便该单据流入第三者，限制该债权关系在收款人手里，这是本抬头方式的主要目的。所以 "Pay to xxx Co. only" 就等于"Pay to xxx Co. not transferable" (付给xxx公司，不得转让)。"Pay to xxx Co. 没有"only"，虽然也是记名式，也却属于非限制式，其收款人可以自己再背书转让。所以两者是有所区别的。开证行认为该汇票不符信用证要求是有一定道理的。通过A.B.进出口公司这次事故，我们该吸取二点教训:
在接受信用证之前一定要严格审查信用证条软，逐条、逐句、逐字地一一审查。尤其带有冒险的条款，如本案例的买方代表签字须由开证行核实，均应全面考虑。原合同没有这样条款，卖方有权利拒绝接受，托出修改信用证; 合同有这样条款，也不应该接受签订。 - 林泽拯《对外经贸实务》
第十讲 外贸业务中的商务谈判Business Negotiation in Foreign Trade
国际商务谈判常识Essentials for International Negotiations
A. Basic Principles 商务谈判的一般原则
1） Remain Objective：be practical and respect facts, avoid passionate actions
(客观性原则：尊重事实，实事求是，不感情用事)
2） Seek common ground while reserving differences: seek common ground first while reserving different positions, and minimize differences step by step(求同存异原则: 寻求共同点，保留分歧，逐步解决)
3） Maintain fair competition：maximize our own interest from the counterpart’s promises in the course of competition; (公平竞争原则：通过竞争，从对方承诺的行为中获得自己尽可能大的利益)
4） Compromise and mutual compensation: make necessary compromise and hit out when possible, for mutual benefits;(妥协互补原则：相互妥协，相互让步，互有进退，互惠互利)
5） Abide by the law: Take legal actions only and follow international conventions while maintain due respect to other nation’s customs and religions. (合法原则:依法办事,守法经营,遵循国际法和国际惯例,尊重对方国家的风俗习惯和宗教信仰.)
6） Be time-efficient: be time-efficient to reduce cost in tackling drastic changes on the international market. (时效原则: 追求效率,降低成本,应对国际市场商品行情急剧变化)
7） Keep the bottom line: Always set some bottom line for a negotiation and try to get better results
(最低目标原则: 确定最低目标是谈判的底线，在此基础上争取更大利益)
B. Chief procedures in a negotiation 谈判的主要事宜
1)Learn more about the counterpart: the market condition, advantages and disadvantages of the counterpart’s, his focus, his negotiating styles, etc
(了解对手：产品国际国内行情，对手的有利及不利条件，对手关注的焦点，对手的谈判风格)
2)Set proper goals: the best results, acceptable results and bottom lines.
(确定谈判目标：理想目标，可接受目标和最低目标)
3)Decide on personnel, specialization and agenda: Commercial, technological, production, P-R, legal persons in proper positions for proper duties; possible issues to be involved and their sequence and time assignment by proper negotiating techniques; the key issues at the optimum time (usually in the later stages)
(确定人选、分工、日程进度：谈判涉及的商务、技术、生产、公关、法律等人员分清主次，各司其职；谈判可能涉及的话题顺序、时间长度、谈判策略；一般重要的在最佳时间谈( 多偏后)。
4)Work out specific strategies: aggressive strategies, compromising policies, pricing strategies (quotations to follow product introduction, and segmented quotation in comparison with competitor’s and in connection with other favors or favorable conditions) and counter-offers (inquiry-pressing strategies----change some conditions or raise some inquiries when counter-offering so as to learn more about the counterpart’s bottom lines; nit-picking techniques; no initiative offering; ultimatum policy), 101 techniques in business negotiations;
(制定具体谈判策略：进攻策略，让步策略，报价策略( 先介绍产品再报价，对价格进行分割，价格比较，价格与其他相关优惠或有利条件联系起来)/还价策略( 询问紧迫策略----还价时提出一些问题或变更一些条件，再从对方的答复中摸清对方的底线；吹毛求疵策略；不开先例策略；最后通牒策略)，商务谈判101招。)
5)Necessary preparations in information, background and other facilities: Be well-prepared to facilitate the negotiation, esp. items the counterparts may visit or refer to.
谈判资料、场景、设施的准备：务必充分、有利于谈判；特别是对方可能要求观看的内容要提前做好准备。
10.2 谈判用语节选 (Useful expressions in business negotiation)
1)自我介绍
I’m a businessman from ABC Trading Company, here is my card/business card.
I’m a sales manager of ABC Trading Company, here is my business card.
Hello, my name is xxx, I’m a trade representative of ABC Trading Company.
2) 来访目的
My coming here today is to trade with you.
I’m here today to have a business talk with you
We are desirous of entering into business relations with you.
3) 公司介绍
Our company is a state-owned enterprise, with more than 10 years’ experience in this line.
We deal in computers and have been in this lien for 10 years.
We specialize in garments and our company was founded in 1990
4) 产品介绍
Our products are very popular in Canada because they are good in quality and reasonable in price.
Our products sell well in Canadian market since they are fresh in design and fine in workmanship.
Our products are of superior quality and favorable prices. This is the best seller of this year.
5) 询问对某产品感兴趣
May I know what particular items you are interested in?
Which item are you interested in?
Would you tell me what articles you are keen on?
6) 索取资料
May I have a look at your samples?
Can you show me your latest catalogue?
We’d like to have your catalogues and price list for study.
7) 询价
Would you give me an indication of price?
May I know the prices?
May I have an idea of your prices?
8) 报价
We can offer you 500 tons of soybeans at USD50 per ton CIF C2 New York.
Here is our offer for 1000 sets mountain bikes.
We’d like to quote you our best price for 200 dozen sports shoes at USD34 per pair CFR EMP(European Main Ports) for shipment in June.
9) 无现货供应
The goods you are interested in are out of stock at present
We are sorry for being unable to supply Article No. 21 from stock now since they have been sold out.
I’m afraid we can’t meet your requirement for this item.
10) 推荐替代品
If you are in urgent need of the goods, we’d like to recommend our new product to you.
If you are badly in need of this item, we suggest that you try our new product as a substitute for the one you required for.
If you need the goods urgently, we suggest you try our new brand.
11) 发盘有效期
This offer is good for three days.
Our offer remains valid/open from this Thursday until June 3.
Our price is subject to your reply reaching here on or before June 3.
12) 抱怨价格高
Your price is on the high side. It’s impossible for us to accept it/for us to work on it/it’s unworkable.
Your price is out of line with the prevailing market.
Your price is 5% higher than the other suppliers’.
13) 表明价格上涨的原因
Prices can’t be taken separately from quality.
I’m afraid you have to take the quality into consideration when you judge a price.
The international market has gone up greatly in recent months.
14) 价格商议
May I suggest we go fifty-fifty and close the gap?
How about meeting each other half-way with the gap?
What do you think of reducing the price by 2%?
15) 给与佣金或折扣
As a rule, we don’t allow any commission. But if your order is over USD5000, we will consider giving 2% commission.
As an encouragement of business, we’ll allow you 2 percent commission.
With an eye to our future business, we will grant you a special discount of 2%. That's the best we can do.
16) 询问支付方式
What mode of payment do you wish to accept?
Well, I’m glad to say that we've settled the price. What about the terms of payment?
This time we’d like to have your proposal about the payment terms.
17) 建议某种支付方式
I wonder if you would accept payment by D/P.
It would help me greatly if you could accept payment by D/P.
If you agree to accept D/P, we can compromise on other terms.
18) 要求信用证付款的理由
We only accept payment by irrevocable letter of credit in order to get the banker’s guarantee.
As the financial market is unstable, payment by L/C will give us the banker’s guarantee.
L/C is a reliable and safe method of payment, and it protects the seller as well as the buyer.
19) 不愿接受信用证付款的理由
Opening L/C causes us a lot of expenses because it requires a certain sum of deposit in the bank,
In opening a L/C, I have to pay a deposit and that will tie up my funds and add to the cost of my imports.
As the world market is rather dull, it doesn't pay to adopt L/C for an order as small as ours.
20)发货、发货日期和运输 PRODUCTS ，QUALITY AND MODIFICATIONS
We can live with the other terms, but the delivery date is too soon.
Couldn’t you make it ...... instead of ......? That would give us enough time to assemble the machine and meet the deadline set by our customer.
I don't think we can meet the delivery date you suggest.
Couldn’t you extend the delivery period by ...... or so? That would make things much easier for us.贵方
Yes, I think we could bring the date forward by ...... or so. But I’d have to check with Headquarters before I can give you a firm promise.
Now, as far as delivery dates are concerned, there shouldn’t be any problems.
You mustn't let us down on delivery dates.
We can let you have the first batch in ...... and the balance in about ......,from today, that is.
O.K., that’s agreed then. ......pcs in ...... and the rest in early .......
10.3 商务谈判实例 (Specimen of Business Negotiation)
Specimen 1
Dan Smith 是一位美国的健身用品经销商，此次是 Robert Liu 第一回与他交手。就在短短几分钟的交谈中， Robert Liu感到这位大汉粗犷的外表，藏有狡兔的心思――他肯定是沙场老将，自己绝不可掉以轻心。双方第一回过招如下：
D: I'd like to get the ball rolling ( 开始) by talking about prices.
R: Shoot. ( 洗耳恭听) I'd be happy to answer any questions you may have.
D: Your products are very good. But I'm a little worried about the prices you're asking.
R: You think we about be asking for more?(laughs)
D: (chuckles 莞尔 ) That's not exactly what I had in mind. I know your research costs are high, but what I'd like is a 25% discount.
R: That seems to be a little high, Mr. Smith. I don't know how we can make a profit with those numbers.
D: Please, Robert, call me Dan. (pause) Well, if we promise future business ―― volume sales ( 大笔交易)―― that will slash your costs ( 大量减低成本) for making the Exec-U-ciser, right?
R: Yes, but it's hard to see how you can place such large orders. How could you turn over (销磬) so many? (pause) We'd need a guarantee of future business, not just a promise.
D: We said we wanted 1000 pieces over a six-month period. What if we place orders for twelve months, with a guarantee? ( 共同信念) on this.
NEXT DAY
D: Robert, I've been instructed to reject the numbers you proposed; but we can try to come up with some thing else.
R: I hope so, Dan. My instructions are to negotiate hard on this deal ―― but I'm try very hard to reach some middle ground ( 互相妥协) .
D: I understand. We propose a structured deal ( 阶段式和约) . For the first six months, we get a discount of 20%, and the next six months we get 15%.
R: Dan, I can't bring those numbers back to my office―they'll turn it down flat ( 打回票) .
D: Then you'll have to think of something better, Robert.
R: If you can guarantee that on paper, I think we can discuss this further.
Specimen 2
Robert 回公司呈报Dan 的提案后，老板很满意对方的采购计划; 但在折扣方面则希望 Robert 能继续维持强硬的态度，尽量探出对方的底线。就在这七上八下的价格翘翘板上，双方是否能找到彼此地平衡点呢？请看下面分解 :
R: Even with volume sales, our coats for the Exec-U-Ciser won't go down much
D: Just what are you proposing?
R: We could take a cut (降低) on the price. But 25% would slash our profit margin (毛利率) .We suggest a compromise ―― 10%.
D: That's a big change from 25! 10 is beyond my negotiating limit. (pause) Any other ideas?
R: I don't think I can change it right now. Why don't we talk again tomorrow?
D: Sure. I must talk to my office anyway. I hope we can find some common ground
Specimen 3
(After exchange greetings with Mr. Li, Mr. Yang and two other Chinese, Dewey, Cade and Bowen, three American visiting businessmen take seats)
Li: Mr Bowen, did you have a good time at the Peking Opera yesterday?
Bowen: Oh, yes. We got on the Tiananmen Gate and had a great time up there.
Li: Good! How about you, Mr. Dewey and Miss Cade? Have you enjoyed your first visit to China?
Dewey, Oh, yes, I’ve enjoyed every minutes of it.
Cade: And everything of it: the Tiananmen Gate, the Forbidden City, the Chinese food and the Peking Opera, Everything!
Li: I’m glad you all have had a good time. But have you got anything to complain about?
Cade: No. It couldn’t be better.
Bowen: Well, I’ve got only one thing to complain about. That is, we’re a bit spoiled by your hospitability, I’m afraid.
Bowen: Honestly, we’ve got nothing to complain about.
Li: Very good. Have you all got over the jet-lag?
Bowen: Thanks for your thoughtful arrangement, I feel much better now.
D, C: Me, too
Li：I’m glad to hear that. Well, since you all have had a good time and no longer suffer from the jet-lag, maybe it’s time to talk business now.
Bowen: I think so.
Li: Good! I hope that through our joint efforts you will go back home with a new contract, just as you did in all your previous visits to China.
Bowen: So do I.
Li: Terrific. Now let’s get down to business. Your fax of June 2 says you want to buy blouses from us.
Bowen: That’s correct. Here are the designs.
Li: Thank you. We certainly welcome this opportunity to further our relationship. Now, how shall we proceed?
Bowen: We’re here at your disposal.
Li: Well, as we both have expressed satisfaction at our previous contract, may I suggest that it be the basis of the new contract? This will simplify the matter a great deal.
Bowen: That might be a good idea. But the market situation has somewhat changed since we signed the previous contract last July. At that time, the US economy was not as bad as it is today and people still had a lot of discretionary money to spend. According to the latest forecast by the US Consumer Association, however, the recession will get worse before the economy gets better. As a result, the US consumers will remain tight-fisted if the price stays on the same level.
Li: Your point is well taken, Mr. Bowen, and people will spend less when their wallets get flatter. But that applies mostly to luxurious items such as cars and fashions. What you want to buy from us are blouses, a common necessity, just like food. As we all know, goods of necessity are inelastic. In other words, whatever the prices, people will just have to buy them.
Bowen: Well put, Mr. Li, as far as the theory is concerned. But I’m afraid that price of blouses is not entirely inelastic. Too high a price will certainly force people to buy fewer blouses, particularly in a recession like this.
Li: But the price of our blouses is never too high. As a matter of fact, they are the most competitive in your market.
Bowen: Well, what should I say? I only hope they will remain competitive and affordable to our customers.
Li: That’s for sure.
Bowen: All right. Now, shall we discuss something more concrete?
Li: Okay.
Bowen: I was wondering if you would give us a response to our fax inquiry.
Li: Certainly. We are pleased to offer you 120,000 cotton poplin “Dafa” blouses. at US$16.80 each, FOB Xingang. The blouses will be packed in plastic bags, each four dozens in a corrugated cardboard box. They will be delivered in two consignments of 60.,000 each, the first by August 20 and the second by September 10. The terms of payment will be the same as those in the previous contract, that is, sight letter of credit.
Bowen: Thank you very much for your quotation, and we’ll give it serious consideration. As it’ll take us some time to calculate, may I suggest we take a 20-minute break? Then we’ll give you an answer.
Li; Fine.
(After the break)
Bowen: Well, Mr. Li, I’ve discussed your offer with my colleagues, and I’m afraid we found it rather on the high side.
Li: I wonder why you think so.
Bowen: To be honest with you, just before we left for China, we were approached by a Filipino garment manufacturer. His quotation was US$13.50 each blouse. So, we don’t see why we should pay more for your blouses
Li: US$13.50 each blouse? Really?
Bowen: That’s right, US$13.50.
Li: Then, why didn’t you buy from him?
Bowen: We bought 1000 pieces.
Li：Why not more?
Bowen: A good question, but the answer is very simple: we don’t know much about that firm, so we just place a trial order.
Li: Right, it takes time to find out whether a business partner is trustworthy.
Bowen: This is why we sent our inquiry to you. I believe you are not only trustworthy but also competitive in price.
Li: You bet.
Bowen: But your quotation is obviously far from competitive.
Li: What do you think will be a competitive price?
Bowen: $13.50, the price we paid the Filipino firm.
Li: Oh, come on, our blouses certainly deserve more than that.
Bowen: Oh, why?
Li: Because our quality is high, and high quality goods deserve high prices, Mr. Bowen, you wouldn’t disagree on that, would you?
Bowen: You may have a point there. But, how can you prove your blouses are better than the Filipino ones?
Li: Our blouses are one hundred percent natural: they are purely cotton.
Bowen: Well, that’s certainly a plus for you.
Li: This year, we have also won a gold medal from The Best Commodities Expo sponsored by the Ministry of Commerce. Here is the certificate from the Ministry.
Bowen: I take off my hat to you, Mr Li.
Li: Thank you, but I think the best evidence is this: the orders we have received from overseas customers have doubled in the last three years．This is our sales report.
Bowen: Thank you.
Bowen: (After going over the certificate and the sales report) Congratulations, Mr Li. All right, what about $14.40 each blouse? I’ve increased it by almost 7%.
Li: I appreciate your effort toward reaching an agreement, but I’m afraid your concession is too moderate.
Bowen: Oh come on, Mr Li. You’ll drive us bankrupt if you raise your price any further.
Li: You can’t be serious, Mr Bowen. As an expert in garments business, you know our blouses are worth much more than your counter-offer.
Bowen: Thanks for the compliment. But as an expert, I don’t think your offer is in alignment with the prevailing price in the market.
Li: I’m afraid I can’t go along with you on that. However, to show our good will to an old friend, let me cut my offer also by 90 cents and make it $15.90. What do you say to that?
Bowen: Thank you very much, but I have to say we still can’t afford to pay at that price.
Li: I’m surprised to hear that. Well then, I’d appreciate it if you would make the next move.
Bowen: Mr Li, I hate to say this, but I am already in a tight corner and can’t move any more.
Li: Well, it seems to be a real hard nut to crack. Mmm, well, I’ve got an idea. Why don’t we forget about the price for the time being, and discuss something else? Perhaps we’ll stumble upon a mutually satisfactory solution for price later on.
Bowen: An excellent idea.
Li: Well, what do you suggest we discuss for the time being?
Bowen: Shall we discuss the terms of payment?
Li: Well, that’s certainly a possibility.
10.3 商务谈判实践 Practice on business negotiations
1) Answer some questions about Specimen 3
a. In the second stage of the discussion, what is Mr Li’s suggestion for the new contract?
b) According to Mr Li, how competitive were their blouses in terms of price?
c) In the third stage, what took time to find out, according to Mr Li?
d) Why were Dafa blouses worth more than Mr Bowen’s counter-offer?
e) In the fourth stage, why did Mr Bowen agree to make a concession?
f) Did Mr Li think Mr Bowen was serious about his bankruptcy? Why?
g) How did Mr Bowen counter Mr Li’s argument?
h) What kind of situation did Mr Bowen thin he was in?
i) What did Mr Li propose to break the deadlock?
2)Draft a script for a negotiation: You are Li Meimei from Guangdong Longhua Trading Company Limited and are now having a talk with Mr. Jackson, a customer from ABC Co., LTD., Finland. He is quite interested in your Energy Saving Electronic Lamps. It’s your first meeting, please have a face-to-face talk with Mr. Jackson according to the following particulars and pay attention to the points marked with *
Buyer: Mr. Jackson of ABC Company Limited, Finland
Seller: Li Ming from Guangdong Longhua Trading Co., Ltd.
Commodity: Triangle Brand Energy-Saving Electronic Lamps
Quantities: 5000 pieces of Art. NO. TR-3U- A 110V 5W & Art. No. TR-3U-A 110V 7W each
*Prices: Seller offers: Art. NO. TR-3U- A 110V 5W USD3.00/pc CIF Helsinki for 5000 pcs
Art. No. TR-3U-A 110V 7W USD3.50/pc CIF Helsinki for 5000 pcs
Buyer counter-offers Art. NO. TR-3U-A 110V 5W USD2.50/pc CIF Helsinki for 50000 pcs; Art. No. TR-3U-A 110V 7W, USD3.00/pc CIF Helsinki for 50000 pcs
Agreement: to set the price at 2.80 and 3.35 respectively.
Payment terms: by irrevocable sight L/C to be opened 30 days before the time of shipment
Time of shipment: In December 2003
3) Host a business negotiation according to the following requirements
买方: 荷兰达民贸易公司 卖方：广州花城进出口公司
产品：光管支架( Holders for fluorescent lamp)
卖方规格及目标价格 FOB广州
Art. No. H-20 USD1.40/pc; Art. No. H-30 USD2.00/pc; Art. No. H-40 USD2.50/pc;
买方目的市场同类产品价格
Art. No. H-20 USD2.40/pc; Art. No. H-30 USD3.00/pc; Art. No. H-40 USD3.50/pc;
其他条件：包装: 12pcs/CTN, 退税：17%，信用证通知费：200元；议复费：1.25%, 托收费：1%，欧洲及北美地区邮寄费：20美元，运费：1x20‘FCL3800美元，运杂费2800元，保险费：1.75%， 国内进货价(含17%退税) Art. No. H-20 8元/pc; Art. No. H-30 10元/pc; Art. No. H-40 12元/pc; 货物包装状况：Art. No. H-20 45x35x40cm/CTN; Art. No. H-30 120x35x40/CTN; Art. No. H-40 150x35x40/CTN；
买方要求：CIF Rotterdam Art. No. H-20 USD1.60/pc; Art. No. H-30 USD2.20/pc; Art. No. H-40 USD2.60/pc; 70%不可撤销信用证发货前30天开到，30%D/A发货后50天结清；2002年10月发货，质量等级以德国工业标准DIS1987005为准，质量验收以目的港收货后20天内SG检验结果为准，15%违约赔偿，仲裁在中国进行。如能满足上述要求，年订单量可达10货柜。
卖方条件：FOB 广州Art. No. H-20 USD2.00/pc; Art. No. H-30 USD2.40/pc; Art. No. H-40 USD3.00/pc; 80%不可撤销信用证发货前30天开到，20%D/P；2002年12月发货，质量等级以德国工业标准DIS1987005为准，质量验收以CCIB检验证书为准，违约金按合同金额10%计，仲裁在中国进行。如年订单量达到10X20FCL，在后续订单中给与9%的价格折扣或折算成实物。
第十一讲 国际市场营销 International Marketing
11.1 Some Basic Concepts出口营销策划的基本概念
Marketing Strategies(营销策划) is a kind of strategic (instead of tactic) activity. It’s meant to offer some macro-scope guidance to the sales procedure on the basis of assorted information, but is by no means to take the place of the sales course itself.
A firm’s marketing strategies for foreign trade have evolved through five episodes: product concept( 生产观念---stressing internal management within a firm to maximize its productivity)，product concept( 产品观念-----stressing the quality of products)，selling concept(推销观念----stressing some promotional strategies)，marketing concept(营销观念----stressing some marketing techniques such as 4 Ps: product, price, place, promotion)， social marketing concept(社会营销观念----stressing the significance of public relationships and social significance)
The goal of marketing strategies is to analyze the market and to offer strategic instructions by studying the market, the customers, the competitors, their products and marketing strategies)
11.2 Analysis of consumer’s purchases 购买者行为分析
Market constitution(市场因素):：population, purchase power and purchase desire
Products Classification (产品分類)：consumption goods and industrial goods
Factors affecting consumer’s purchase(影响顾客购买行为的因素)： cultural factors, social factors, personal factors(e.g. age, profession, income and character) and psychological factors, etc.
Group purchase(集团购买)：fewer purchases but large purchases, relatively concentrated and stable, more professional and rational, and derivative)
11.3 Products产品
A product is a set of tangible physical attributes assembled in an identifiable form. Each product carries a commonly understood descriptive or generic name. A descriptive name can describe the product’s features, while a generic name shows the group the product belongs to.
To produce a successful new product an exporter does not have to come up with revolutionary new developments. His best chance of success lies in an important distinction between product and product line. Product line means a broad group of products intended for essentially similar uses and possessing reasonably similar physical characteristics. egg. wearing apparel.
The product mix is the full list of all products offered for sale by a company. The structure of the product mix has dimensions of both breadth and depth. It breath is measured by the number of product lines carried, its depth by the assortment of sizes, color, and models offered within each product line. Product mix strategies to be applied to:
-- expansion: expanding its present products
-- contraction: this product strategy is to thin out the product mix either by eliminating an entire line or by simplifying the assortment within a line. It is designed to eliminate low-profit product and to get more profit from fewer products.
-- alteration: an alteration is to develop a completely new product. Often
--improving: an established product can be more profitable and less risky than developing a new one
Life cycle (产品生命周期)：介绍期，增长期，成熟期，衰退期。
Products like human beings are mortal and progress in definite stages from birth through maturity to death. This is the product life cycle. Products pass through four stages in their ‘life’ in a given market in terms of both sales and profitability. (excluding agricultural and other non-technological products)
--Introduction Before a product appears on a market, it must go through the embryonic(萌芽期的) stages of idea evaluation, pilot models and test marketing. It is not until the product has been sold at its genuine commercial price to one or two customers and is known to be operating efficiently that the introductory phase is complete.
--Growth In the growth or market-acceptance stage, both sales and profits rise, often at a rapid rate. Exporters at this stage shift to a ‘buy-my-brand’ rather than a ‘try-my-product’ promotional strategy.
--Maturity In the early part of this stage the last of the unsuccessful competing brands will probably withdraw from the market. Sales are likely to continue to rise until the customers for withdrawn brands are mopped up by the survivors. Soon sales volume will level off for one or two reasons: the market has become saturated.
--Decline Eventually attempts to keep the brand in steady demand run into difficulty. For virtually all products, obsolescence sets in inevitably as new products start their own life cycle and replace the old ones
i. product differentiation
The technique of creating, selecting and emphasizing the points of superiority of a specific product in business negotiations is called product differentiation.
e.g. Nowadays car accidents cost huge loss, even death rate is raised by it. Therefore manufacturers emphasized the driver-protection system as one of the chief points of differentiation.
The point of differentiation may be a product feature or a product benefit.
ii. Product Feature and Product Benefit
Product features are the physical elements of a product such as size, color, and composition.
There are two kinds of product features. The first includes those factors contained in and can readily be seen or sensed, such as size, weight, shape, design, pattern, color, etc.
The second kind of product feature is not contained in the product itself but rather reveals associations that may be important to the customer.
Some of these features are: price, brand, fashion significance, exclusiveness, origin, history of the product, special service (repair and after-sale service), how to use, and how to care for, etc. Product benefits are the positive values that a customer will receive when he uses a product that has certain product features. From the view point of the ultimate customer, some benefits are: pleasing to the senses, comfort, protection and contribution to health, prestige or importance resulting from possession of the product, contribution and satisfaction of curiosity, savings in cost of operation and upkeep, etc.
iii. understanding the customers’ wants and needs
A qualified exporter must be a product specialist as well as a communications specialist. Customers don’t simply buy what you want to sell them. You must make sure the product fits their wants and needs.
Perhaps all human beings may have the following needs and wants: self-preservation and physical well-being, relaxation and recreation, recognition, preservation of self-image, creation, knowledge and education, beauty, order and money gain. The said needs and wants of the customer have to be realized by any exporter who wants to push their products in the foreign market. Export products can often be adapted to meet export market needs. This is called product adaptation.
Not only you understand your product, but also your customers and their buying motives—either selective or patronage, rational or emotional.
MD the brand its package
Its quality its patterns |
Integral Products(整体产品概念)：core product (核心产品----the essential benefit expected in the purchase of a products, such as their applications and value)，visible product (有形产品the entity purchased, including the appearance, pattern, packaging, brand, quality and specialties)，extended product(附加产品----extended interest expected in the purchase of a product such as the after-sale service, warranty, credit and delivery, etc). Now take the example of an MD fan, it’s illustrated below:
Visible product
The applications and value |
Core product
Extended product
(For a MD fan, you buy it in summer to blow wind to cool down yourself, and it’s part of your asset;
What you actual get in the purchase is the electric domestic appliance of trustworthy quality (or justifiable quality) by the brand MD packaged in a box, and the special contour design which appeals to your appetite; You also expect the salesmen(the manufacturer’s agent) to install it for you (if necessary) or at least delivered to your possession，and warranty as well as maintenance shall be offered in case of quality problem. But for a sewing machine, your expectation may differ from that of a gold ring)
Product design (出口产品的设计策略)：direct extension of product and its promotion(产品与宣传的直接延伸----when its application are essentially unchanged in domestic and overseas market)，direct extension of product under changed promotion(产品延伸，宣传改变----when it has different applications but can be used in the similar way, it can be exported directly through different promotion)，changed product under extended promotion(产品改变，宣传延伸----- the applications are changed and the promotion can be extended directly), double change in product and promotion(产品改变，宣传改变----both the applications and promotion of the product are changed, and new products have to be developed for export)
11.4 Sales channels销售渠道
Length of sales channels-----the number of intermediary stages;
Width of sales channels：broad distribution vs. concentrated distribution, exclusive distribution, and selective distribution.
Channels for a product to enter the market:：indirect selling, direct selling, overseas production.
11.5 Pricing strategies 价格策略
Cost-oriented, market dominated, competition-motivated
11.6 Promotional strategies促销决策
Publicizing/Advertising, Personal promotion, operative promotion(营业推广), public relationship
11.7 Marketing Plan Report for International Market/Export出口营销报告/国际市场营销策划书
环节：收集材料，分析材料，撰写报告
1． 阶段性营销活动总目标：阶段性目标及实现手段( 或上级下达的目标能否完成，如何完成)，目标分解( 按区域市场，按产品类别，按销售小组等分解)
2． 销售环境分析：国内外政治、经济、地理环境简介，自身生产能力、技术实力、资金状况、人员状况、经营及管理状况分析)，目标市场的分布情况( 如此分布的优势与劣势)
3． 对手状况分析( 主要对手，也许是国外的，也许是国内的)：行业内市场份额的分布状况，对手的主要产品及技术、质量、功能等特点及缺陷，对手的价格策略及其他营销策略及不足之处。
4． 目标市场的详细情况：购买力，消费倾向，甚至外交关系等。
5． 我方产品的定位：规格型号、使用质量，其他质量，功能、技术特点、生产地点、售后服务的保证能力，相关服务的保证能力等，取得的经验与存在的不足以及这些不足的改进措施，可能遇到的内部与外部问题等)
6． 我方产品的价格策略及其他营销措施：以往的价格策略和营销措施的成功经验与失败原因，新的策略的可行性与注意事项。
7． 销售目标的详细分解及其理由，
8． 后续策略 ：广告宣传，销售人员的培训，技术人员的培训，客户销售人员的培训，合资或合作或其他进一步扩大销售的基本方向
9． 营销成本核算：新产品开发( 如果有)的周期与人力财力的投入，广告宣传、参加各类展览或其他大型促销活动的大致费用，销售人员的开支，其他费用。
10. 应特别注意的问题
11.8 Specimen of marketing strategies
Specimen 1. * Unilever Marketing Plan
------- Personal Care Products in China
INTRODUCTON
The objectives of this report is to prepare an international marketing plan for a multinational company considering expansion into a developing market.
The company we have selected is the Anglo/Dutch multinational Unilever PLC/Uniliever NV, the second largest consumer goods company in the world. Unilever operates in four distinct product groups:
1. Foods (Ice Cream, Tea based beverages, Meat snacks, Mararine, Olive, Cheese, Bakery, Culinary products, Frozen products)
2. Detergents (Fabric Cleaning, Personal Wash, Household)
3. Personal Products (Prestige Fragrances, Deodorants/Mass Perfume, Hair Care, Mass Skin Care, Oral Care)
4. Specialty Chemicals
Unilever has recently sold its Specialty Chemicals Division to ICI PLC for $8 billion which will enable the company to push the rest of the business in developing markets harder and with further borrowing it is likely that Unilever will have up to$12 billion to invest. Unilever hopes to build market leading positions in countries where fast-rising incomes provide the opportunity for rapid profits growth. Unilever’s declared five priority regions are China, India, South-East Asia, southern Latin America and Central and Eastern Europe.
We have decided to focus on Uniliver’s Personal Products Group. This group includes Deodorants/Mass perfume, Hair care, Mass skin care, Oral care. Our target market will be China.
UNILEVER AND COMPETITORS IN CHINA
As early as in the 1920s, Unilever started its first Chinese business in a soap operation in Shanghai. Following an absence of 33 years, Unilever returned to China in 1986. In 1995, a new holding company, Unilever (China) Ltd. was established to make long term investment as well as advise and coordinate the Unilever interest in our Joint Ventures.
In China today, with the standard of living rising and the market becoming increasingly competitive, Unilever is totally committed to its development in this market. Unilever recognizes the important contribution made by its people and is dedicated to increasing the knowledge and skills of its local employees.
By now Unilever has established 11 joint ventures, one holding company as well as 2 fully-owned companies throughout China. Unilever will continue its pursuit of growth and no doubt add further members to its business family in China. By now, the companies and their brands include:
----Unilever (China) Ltd. (Located in Shanghai )----The holding company of Unilever in China
---Shanghai Lever Co., Ltd. (Located in Shanghai )---Lux, Comfort, Lifebuoy, Jif
----Shanghai Ponds CO., Ltd. (Located in Shanghai)---Ponds, Vaseline, Pears
---Shanghai Van Den Burgh CO., Ltd. (Located in Shanghai)---Masyer-Line (Bakery fats), Datou (Ice cream)
---Unilever (Shanghai) Co., Ltd. (Located in Shanghai)---Omo, Ultra
---Walls (China) Co., Ltd. (Located in Beijing)---Manum, Cornetto, Calipp, Paddle Pop, Mini Milk, Split
----Unilever (Shanghai) Toothpaste Co., Ltd (located in Shanghai)---Zhong Hua (No. 1 best Seller), Maxam, Signal, CloseUp
----Guangdong Lipton Foods Co., Ltd. (Located in Guangzhou)---Lipton Yellow Label, Ming Han Ching Potbags
----Zhangjiakou Unilever Detergent Co., Ltd. (Located in Hebei)---Yun Quan Fabric Powder
----Shanghai Soap Co., Ltd. (Located in Shanghai)----Baili, Maxam, Fan
----Hefei Lever Detergents Co., Ltd. (Located in Anhui)----Fang Cao Convention Powder and dishwasher
----Shanghai Elida Co., Ltd. (Located in Shanghai)----Organics, Hazeline
----Unilever Hong Kong Ltd. (Located in Hong Kong)----A fully owned subsidiary of Unilever
-----Diversey Lever Weiss (Located in Guangdong )
Procter & Gamble is one of the leading companies in the Asia market today and cover virtually all counties in Asia and the South Pacific today. Proter & Gamble is the global leader in the consumer products industry, with operations in over 55 countries and they sell their products in over 140 countries. Annual sales exceed $33 billion. They operate in five major product sectors: Beauty Care, Food and Beverage, Health Care, Laundry and Cleaning, and Paper Products. Some of their most famous brands are Head & Shoulders, Oil of Ulay, Wash & Go, Pantene, Always, Pampers, Ariel and Hugo Boss.
Proter & Gamble started its business in the Asia region in the Philippines in 1935 and has expanded extensively ever since. The company’s presence in the region grew significantly in 1985 when they acquire the Richardson Vicks company. Richardson Vick has a strong business in the region and gave Procter & Gamble a base on which to build its current business.
Procter & Gamble has experienced excellent progress in China and the marketing of their products reach more than a billion people in China alone. Procter & Gamble is therefore considered Unilever’s major competitor: both globally and in China alone.
Procter & Gamble recently made a statement in the Financial Times that the company aims to double its sales in the next 10 years which means that they are setting the most aggressive growth target in its 160-year history. They will increase annual revenues by increasing its share of existing markets and building sales in developing countries., such as China. Mr. John Pepper, chairman and chief executive of Procter and Gamble, strongly believes that these aggressive goals are achievable since the opportunities for growth going forward are far greater than ever before. This statement throws out a challenge for Unilever.
Other western competitors in China is Colgate-Palmolive, Gillette and Henkel. Henkel’s biggest division is in Detergent & Household cleaner although they have grown in the products group Cosmetics/Toiletries after the Shwarzkopi acquisition. They have experienced a significant growth in the South East Asia region and through a joint venture, Henkel Kemeng, they have managed to effectively market their hair coloration expertise and products in China. There are also some Chinese brand within the personal product market, such as Victory and Whitecat, although the Chinese brands tend to be competing in different segment of the market.
MARKETING RESEARCH
Doing Business in China
In order to be successful in the Chinese market you need to have a general understanding for the different aspects that characterize the Chinese market.
----The business in China is closely linked with the authority’s moves. The fact that the thousand biggest companies in China is state-owned results in that the state has a great impact on the business climate in China.
-----There is big regional differences which is important to recognize. Most of the foreign investments have been going into the southern provinces, specifically Guangdong and Fujian who have more than 20 times the investments seen in the interior parts of China. Consequently, purchasing power, cost of labor, availability of skilled labor, cost and availability of land, energy and raw materials among other things can vary significantly between different regional areas.
----It is also important to recognize the had competition that characterize the Chinese market. With its rapid economic growth and population of 12 billion, China is a very attractive market for foreign investors as well as the local business.
-----The Chinese market is fast moving which requires different action than in a more mature market.
---The Chinese people have a special consumer psychology which is important to define and understand.
---There is a lack of information and information that is available for a foreigner is often unreliable.
----The Chinese infrastructure is still far behind western standard which will impact the business process. It is rapidly improving and they are currently working on their ninth 5-year plan (1996-2000) of improving the infrastructure where the main expenditure (60-100 billion USD) is on power. The transportation system is also improving rapidly even if there are still a lot of difficulties when travelling between two major cities.
----China’s bureaucracy can be slow and complicated, especially for foreign executives accustomed to the relatively efficient decisions making process of western businesses. It is important for any foreign manager to have some understanding of the organization of the national and local governments in order to be productive in China. Those who accept and adapt to “China on China’s terms: will build better relationships and will most likely achieve greater success for their business.
We have also identified several ways of how you can avoid, or at least limit, the risks you may face when doing business in China.
------Choose a good local partner. This is probably the most efficient way to smoothly be integrated into the Chinese business network and authorities.
---Conduct a serious market survey and try to gather as much information as possible regarding your specific market, being in the country. It is almost impossible to gather relevant information without being “on-site”.
----Try to get the support of local authorities. This is easiest done by establishing a close relationship with a local partner who already have essential suppo,rt, know the people and the language.
-----Be patient and work at their pace. It is also important to have a long-term perspective.
-----It is important to supervise things like production, human resources, finance and quality control. The need of supervising and leadership is mainly due to the high power distance society that China is
------Get acquainted with Chinese culture and mentality, in order to be able to understand the local business partners and authorities.
Chinese Consumer Survey
In order to evaluate Chinese consumer behavior we undertook a survey of two residents of Shanghai, a copy of this questionnaire can be found in Appendix 3, this survey examined the following areas:
l Personal behavior
l Company/Brand recognition
l Buying Process and Influences
l Advertising
l Conclusion
The replies on questions on the risks of doing business in China have been incorporated into section 3.1 Doing Business in China.
Personal Behavior
Personal hygiene in China is much the same as in the West, a fact which should not surprise anyone, the Chinese also wash in both baths and showers. The frequency of washing is dependent upon the time of year and the climatic environment of the region, in the North of China it is much colder than in both the middle and South of China. In Shanghai the winters tend to be cold (min around zero) and the summers warm (max 37C), as a result baths are taken approximately three times a week during the winter and daily in the summer. Typical Chinese use of personal products:
l Oral care: toothpaste, toothbrush, toothpick
l Skin care: lotions for face and hands but not body
l Hair care: Shampoos and conditioners, especially 2 in 1
l Perfume/Deodorants: perfumes are used only for special occasions
l Deodorants are only used by those people who have a “problem”
Company / Brand Recognition
Unilever products that were recognized: Pond’s, Vaseline, Signal, Lux
Other Western companies that are present in China
l Procter & Gamble
l Colgate
l Gillette
l Johnson & Johnson
l Chanel, Christian Dior
l Chinese brands: Victory
Buying Process and Influences
Personal care products are typically purchased in supermarkets and department stores, supermarkets along western line shave been present in China for two to three years, replacing in part the local market, and there is even a Carrefour in Shanghai. It is usually the housewife who does the shopping, but with the advent of super markets there is now a move towards supermarket weekly shopping by the family. One of the major differences when shopping in China is that people are reliant upon public transport and not the motor car. This obviously increases shopping frequency as purchase are limited by the amount which can be carried, this also prevents bulk buying.
The decisions criteria involved in purchase include: Quality, Price, Smell, Design and Packaging as well as regional variations dependent upon climate and status within an Economic Zone. All western goods are perceived as being of higher quality than corresponding Chinese goods and by using smell, design and packaging this perception can be reinforced. The Chinese like rich smelling brands designed and packaged in typical “western style”, in general they have a liking for very decorative packaging and design but most importantly the product is Western. Price is not as important in China as it may be in the West; partly because all Western goods are considered luxury items and therefore the consumer is willing to pay a premium of anywhere from 20% to 50% over Chinese goods. Products are usually packaged individually because they are expensive and therefore treated as a luxury and bulk buying is deterred by the transportation discussed earlier.
Advertising
Advertising in China is communicated in much the same way as the West, through TV, radio, billboard, newspapers and magazines. TV is probably the most popular and important media. Proctor & Gamble (P&G) had been noted as having created a very high-profile image through intensive TV advertising. Radio appears to play a less important role in advertising than in the West. This is probably due to the fact that in the West we tend to listen to the radio when traveling in cars. Newspapers and magazines are as important as in the West.
TV is most effective because it transmits most easily the Western image of a product, quality, expensive, exclusive, design, i.e. STATUS. Advertising is targeted at the young triggers in the special economic zones.
Conclusion
In conclusion to the survey we would have to say that while sociocultural differences obviously exist they are smaller than might have been naively thought. There are a lot of similarities in personal behavior and consumer preferences, we have more in common than is different. It is important to remember that we are dealing with personal products which obviously have a global appeal subject to some potential cultural differences.
SWOT ANALYSIS
The SWOT analysis addressed Unilever’s expansion in China .
Strengths
l Financial resources to invest in developing markets (12 billion $)
l Existing operations in China
l 2nd largest packaged consumer goods company ranked 21st in Fortune 500 List
l Operating 57 businesses through 500 companies in more than 90 countries
l Global company with global brands
l Economics of scales
l Own some local Chinese brands
l Strong presence in Shanghai
l The bureaucracy currently in China creates a potential barrier to entry to other foreign companies
Weakness
l *Currently Unilever only operates in the Shanghai region
Opportunities
l Expanding market with rising incomes
l Low cost, high volume fast moving consumer goods
l Perceived high quality goods for which local consumers are willing to pay a premium
l The one child policy---higher disposable income per head
l The privatization of many smaller state-owned companies
l Increased convertibility of the Chinese currency due later this year
l Procter and Gamble the largest consumer goods company with a high profile in China
l Political instability (hand over of Hong Kong and Macao, confrontation with Taiwan)
l Economic instability (potential banking crisis, reduction in economic incentives for foreign companies)
l Wealth unevenly distributed, creating an increased gap between rich and poor
l Nationalization
MARKETING PLAN
We have as a result of our marketing research discovered that deodorants are not commonly used in China today. It is only “people with problem” that use such a product, to quote one of our respondents. As a result, deodorants are not available in the Chinese market today. Perfumes are today only used on special occasions although the use of perfumes seems to be more common and generally accepted. Perfume is usually bought as a gift. It is still rare that the general Chinese consumer buys a perfume for their own use.
The fact that the Chinese consumers do not use deodorants today creates a great opportunity for a company like Unilever. We see a great challenge in try to influence the Chinese consumer into using deodorants on a daily basis, as people in general do in the West. Because of the western influence in China today and the perception of the West and western goods to be of high status, we believe that it is possible to influence such a behavior using innovative marketing. We have therefore decided to develop a marketing strategy of how to launch a new type of product as the deodorant in the Chinese market.
Unilever‘s operations in China today is concentrated to Shanghai, where more than half of their companies is located. We can therefore assume that they have an established distribution network in the Shanghai area, as well as knowledge of the market and necessary contacts. We have therefore identified Shanghai as the primary market to launch the deodorants. In the first phase of the launch we will concentrate our efforts to the Shanghai market and treat that as a test market before launching the product in the rest of China. Shanghai has one of the greatest GDP per person in China (3 times the figure for China), more than Beijing but still less than the economic zone Shenzhen. This means that the purchasing power in Shanghai is satisfying.
Our target market will mainly be women in the first stage. The major reason for that is that our market research showed that 87.3% of the cosmetics consumers (including hair care, skiing care, makeup and perfumes) are women. Also 72.6% of the population is below 40 years old where we have identified people up to 40 as our target customer. There has also been several indicators that the younger people in China today are more adaptable to the western influences. Through targeting young women in the first stage of the launch we are hoping that when they are convinced and start using our product that this will influence the rest of the Chinese consumer market, such as older women and men in all ages.
We are also aware of the regional differences that exist in China today why our strategy will be to exploit the coastal provinces first, assuming that the test launch in Shanghai was successful. The coastal provinces today represents 56% of the purchase of cosmetic products. Our strategy is then to further integrate different parts of China, although we believe that it will take some time before the northern part of China is susceptible for such a product. Our final objective is to influence the whole Chinese consumer market to start using deodorants on a daily basis which will create a huge market for our products. Because of the projected rise in income, we believe that segment of the market will grow rapidly when consumers get more purchase power.
Our positioning strategy would be to price our deodorants in the segment for middle market products. This is a price range of 10-100 Yuan, which means around 1.25-12.5 USD. Over 90% of the cosmetic consumption today is within the middle market segment, so concentrating on this segment will give us the biggest market. We want the deodorants to be a product they use on a daily basis while the price needs to be adjusted accordingly. In relation to the price of a Lux soap today in the Chinese market, you want to set a price similar to that of the soap, only slightly higher. It is still important that you keep a higher price than Chinese products to keep the image of quality and status. We want to keep the distinction between Chinese and western brands and take the western approach, mainly because of the premium and the cost involved. Introducing a new type of products leaves you without direct references why we have chosen relate the pricing of the deodorants to our existing soap on the Chinese market, such as Lux. We will try to keep the same mark-up policy as used our deodorants in other parts of the world, assuming that this will keep us within the segment for middle market products. Positioning ourselves against competitors will not be relevant in this stage since the product do not exist in the market at this point.
Market mix
In order to launch the deodorants in the Chinese market, we have developed a market mix to guide the launch. The market mix Unilever will use is designed to pursue the marketing objectives in the target market. We prepare an offer which is a mix of the production and the price, utilizing the promotion mix and the distribution channels to reach the target market.
Product
We believe that the launch of a new type of product will be most successful using a brand extension strategy, using an existing brand name and extending it into new product categories. We therefore want to sue one of our strong brand name currently well recognized in China when we launch our “new” product. Launching a new product under a strong existing brand name gives the new product more instant recognition and credibility with much less advertising outlay. Since we believe that there will be some resistance among our target market to use such a new type of product, it is more likely to be accepted if it is connected to something they already use and like.
We evaluated the alternative of using one of our existing deodorants such as Impulse or Rexona instead of using a brand extension strategy. We did recognize the advantage of using an existing brand name to get instant recognition for our new product and have therefore decided to use the brand name of the Lux soap, which is widely recognized and used in China today. The disadvantages of having to develop a new deodorant only for the Chinese market was somehow less than the advantages we would experience.
The product should have a similar design and packaging as the Lux soap sold today in China. We also decided to first launch a spray deodorant instead of a roll-on after exploring bath products to our Chinese respondents to determine which one would be more appealing to them. The roll-on concept seems very strange to them and they would not know how to use it. The spray concept feels a lot more appealing to them. We also want tour deodorants to have similar smell as the Lux soap.
In the first stage of the launch, we want to bundle the deodorants together with the soap. The deodorant should also be available separately for the people that may want to just try the new products. We believe that we need to enclose some sort of description of how to use the product, to complement our advertising campaign for people that have not yet been exposed to it.
Price
As discussed earlier in our positioning strategy, we would like to price our product in the middle market segment using the same kind of mark-up as for general personal products in China and other markets if possible. We still want to keep the western image and be perceived as a quality product but at the same time set a price to ensure frequent use, a price that will allow day-to-day use and not to be seen as a luxury product such as perfume. It is therefore important to use the connection to soap which is frequently used and price it slightly higher than a bar of Lux soap.
Promotion
As discussed earlier, we have decided to first launch our deodorants bundled together with our soap Lux. The deodorant that is bundled together with the soap will be in a trial size. The bundled package would state “Free deodorant with every bar of LUX”. By doing this we hope to target our Lux customers that usually buy a bar of Lux to try out the new product. We will also include a coupon in the bundled package to encourage repeat purchase after they have tried the product. The product will also be available separately for purchase which will be in a normal size. The coupons will offer 30% discount when buying a deodorant.
This product launch will be backed up with an extreme TV advertising campaign concentrating on Shanghai initially. The advertising campaign need to be of a western image, sensual and instructive. Concurrently, we will also develop an in-store campaign where the products will be displayed and demonstrated by a salesperson. We will display our TV advertising where the products are being displayed.
Place
We will target the 100 biggest supermarket/department stores in greater Shanghai in the initial test phase. We will distribute the products through our existing Lux distribution network.
RECOMMENDATIONS
The deodorant market in China has great potential and we believe that deodorants can be successfully introduced in the medium term. However, it is essential to do further research in China in order to validate some of the information presented in this report. As Unilever will be the first company to attempt a large scale launch of deodorants in China there will be a significant first mover advantage to be gained.
Within the Marketing Plan of Section 5 we have dealt specifically with the introduction of deodorants into the Chinese market. However, this paper is designed to address the issued facing Unilever in its efforts to expand into China. The sale of its Specialty Chemicals business has provided Unilever with a huge case pile to invest in developing markets. The most obvious and quickest way would be to buy or partner with Chinese companies which have existing products, distribution networks and manufacturing facilities. IN this way Unilever can essentially buy market share, manufacturing facilities and distribution, thus avoiding many of the bureaucratic hoops and the inevitable time delay in setting up a new organization.
Back in 1985 Procter and Gamble acquired a company called Richardson Vicks, with a well-established presence in the Chinese market. It was this acquisition which gave P&G their first major advantage in China. This can be seen as clear evidence that it is easier to acquire market share than to generate it through organic growth. Unilever has in the past conceded much of the Chinese market to Proctor and Gamble’s rapid expansion. Given the increased economic freedom granted by the Chinese government, partly through privatization of many of the state-owned companies, this is an ideal time to invest in a Chinese enterprise with an existing infrastructure and market.
Unilever’s strategy of expansion in China should start from a location with a strong economic base, i.e. Shanghai, and then diffuse out into the Pudong New Area and from there the whole of eastern China.
The advertising campaign by P&G appears to have been highly effective in terms of brand awareness and reinforce the Western brand image. Therefore in order to compete effectively with P&G, Unilever’s largest competitor, Unilever must ensure that it brands all the products within its portfolio as part of the Unilever brand. This will assist in launching new products that bear the Unilever logo, whether it is an exiting brand which ahs been imported or purchased in China.
CONCLUSION
Like the Unilever Board of Directors we have concluded that China is a priority growing market for the company. China has a huge and rapidly developing economy which is becoming more accessible to western companies.
Unilever’s major competitor Proctor & Gamble already has a major evidence in China, having been there longer than Unilever. Proctor & Gamble have recently declared their intention to double global revenue through rapid growth in emerging markets. Unilever currently generates one-third of its business from developing markets. It has set a new target of 50% to be attained within 10 years. The launch of deodorants in China will make Unilever a major competitive advantage over its biggest rival who is not currently competing in this market.
(*本文由法国尼斯商学院97级部分MBA 学生在Michael Acheson 教授的指导下完成。)
Appendix 1 Company profile
Unilever is one of the world’s largest and most successful consumer goods companies, with a turnover of $31bn and about 300,000 employees. Most of the business is in foods, detergents and personal products. The chemical business recently has been sold to ICI.
Measured by net profit, Unilever ranks 21st in the Fortune 500 List, It comes second behind Proctor & Gamble in size, operating 57 businesses through 500 companies in more than 90 countries.
Unilever’s famous brands include Lipton, Calvin Klein, Lux, Pond’s, Dove, Helen Curtis and Vaseline. Major product groups include margarine and oils, soap and detergents, frozen foods, drinks and personal care products. ( to be continued)
Appendix 3 Social-cultural Questionnaire
Personal behavior
1. How often do you: shower, brush teeth, wash hair
2. What type of products do you use within the categories of: Oral care, Skin care, Hair care, Perfume/Deodorant
Brand recognition
1. Do you recognize anyone of these brands?
Hair Care: Organic Sunsilk, Timotei, Clinic, Clear, Sedal, Gloria
Skin care: Pond’s, Vaseline, Fair & Lovely, Dawn, Pears, Hazeline, CD, Citra
Oral care: Close-up, Mentadent, Signal, Pepsodent, Aim, Sanogyl, SR
Perfumes/Deodorants: Axe/Lynx, Brut, Impulse, Rexona/Reward, Sure, Shield, Vaseline, Faberge, Denim
2. Do you know of any Other western brands?
3. Can you name any Chinese brands?
4. Do you know who owns them?
Buying process
1. Where do you buy personal care products?
2. How often do you shop?
3. What is the price structure between western and Chinese brands?
4. How are the products packaged?
5. Which products/brands do you usually buy?
6. What are your decisions criteria?
7. Does the preferences/criteria differ according to demographics? Or /and geographic area?
8. Have you been to Carrefour here in France?
9. How does it differ from shopping in China? Size of store, selection of products, product characters, brands, price, etc?
Advertising
1. How is personal care products advertised in China?
2. Does it differ between Chinese and western brands?
3. What do you associate to western brands?
4. What is the trend regarding the use of western products?
Doing business in China
1. What is important for us as western business people to think about when doing business in China?
2. Taboos/Greetings/Show respect/Customs procedure /Guide
3. Tell us about Chinese working habits and working pace?
4. How do one pay normally?
5. Who would be the first one to contact?
6. Regulations and procedure regarding joint ventures/wholly-owned firms.
7. What do Chinese people think of the West and its people?
Specimen 2
Market Research Report of Influences on Consumer Purchasing Patterns in China
Multinationals are marching into China. They are coming not simply because China provides good opportunities for low-wage manufacturing, but because China also offers enormous market opportunities for consumer products. China’s market for thousands of durable and non-durable goods has experienced exponential growth over the past decade and will continue to develop with unprecedented speed. The rate of growth in China will outpace the average rates in neighboring developing countries such as Thailand and Indonesia, at a time when these countries are being hit badly by the financial crisis.
The market potential in China has attracted hundreds of leading multinationals, ranging from consumer brand name firms like Coca Cola, Pepsi Cola, McDonald’s, Nike, P&G and AIG and Henkel, to technology powerhouses such as IBM, HP, Toyota, Siemens, Microsoft and Panasonic. Conquering the billion people in Chinese market has become an important strategic agenda and a to priority for leading MNCs, many of which view China as a golden opportunity to enhance their international market share of the increasingly competitive world consumer market in the 21st century.
Still perceptions and realities sometimes conflict one another. The century old ambition of being able to sell one pair of shoes to one Chinese often resulted i8n dashed hope due to frustrations, unsatisfactory results and unexpected outcomes for foreign markets. Apart from commonly-cited problems such as red tape, poor social infrastructure, increasing pressure of competitive pricing among local producers, and inconsistent government policies, one major problem is lack of concrete information on the current and future purchasing patterns of Chinese consumers. Despite several recent surveys done by professional organizations, few studies have been able to provide data on concrete consumer purchasing intents of specific types of products.
The main purpose of this study is to provide results of a recently-conducted survey of the past and future purchasing patterns of 1,000 Chinese consumers in Shanghai, the largest city in China. The questionnaire survey, designed and sponsored by the authors of this paper, was conducted in summer of 1997 by trained researchers from a leading university in Shanghai. It provided useful information for foreign markets in China.
The survey questionnaire were randomly distributed to 1,000 local residents representing the entire adult population from different walks of life in Shanghai. The survey asked respondents about their past purchasing patterns and future purchasing intents of three types of products: durable goods, non-durable goods and services. In addition the survey also rated the respondents’ preferences across products of different manufacturer nationalities and their perceptions of the importance of different product attributes.
Durable products owned by Shanghai consumers
Table 1 provides information on key durables owned by Shanghai consumers and their intent to purchase these products in the years ahead.
Table 1 Durables Owned by Shanghai Consumers
|
Product |
% of sample owning |
average years since last purchase |
% of sample intending purchase (First time + repeat = total) |
In x years |
|
Bicycle |
88.5 |
5.5 |
2.4 |
13.5 |
15.9 |
2.7 |
|
Microwave oven |
79.2 |
2.0 |
12.5 |
6.8 |
19.3 |
1.8 |
|
VCR |
73.6 |
4.5 |
4.4 |
5.6 |
10.0 |
2.3 |
|
Camera |
73.3 |
4.6 |
7.7 |
9.9 |
17.6 |
2.1 |
|
Air Conditioner |
69.7 |
1.9 |
19.2 |
7.9 |
27.1 |
2.1 |
|
Video Camera |
65.4 |
4.5 |
5.9 |
3.6 |
9.5 |
2.4 |
|
Water Purifier |
53.6 |
2.3 |
16.5 |
6.4 |
22.9 |
1.5 |
|
Hi Fi |
54.5 |
2.3 |
24.4 |
9.5 |
32.9 |
2.4 |
|
Cordless Phone |
39.7 |
1.9 |
15.8 |
4.2 |
20.0 |
2.5 |
|
Health Equipment |
28.8 |
1.4 |
19.3 |
4.5 |
23.8 |
2.3 |
|
Private Living Quarters |
26.6 |
2.1 |
15.8 |
3.6 |
19.4 |
4.2 |
|
Private Computer |
20.6 |
1.3 |
33.9 |
2.6 |
36.5 |
2.9 |
|
Motorcycle |
13.4 |
2.9 |
9.0 |
2.1 |
11.1 |
3.2 |
|
Private Car |
2.2 |
1.5 |
10.7 |
0.5 |
11.2 |
5.0 |
Eighty eight percent of the 1,000 respondents have owned bicycles for an average of 5.5 years, but only 15% of the consumers intend to buy them in the future. As the Chinese manufactured highly durable and inexpensive bicycles which have become essential daily commodities, it is considered tough for foreign marketers to sell bicycles in China, unless the foreign-made bicycles are packed with special features and priced competitively against local brands.
Four fifths of the 1,000 respondents have purchased microwave ovens during the past two years in Shanghai, and about 20% of them intend to buy the product in the next couple of years. The demand is mainly due to a change in life styles and rapidly declining prices of microwave ovens in the local market. With the opening up of more supermarkets in China, the availability of more frozen foods in these markets and the increasing number of working couples, the demand for microwave ovens is likely to go up in future.
Nearly three quarters of the respondents have owned VCRs for nearly five years, but the number of consumers who intend to buy them is pretty low (10%). One possible reason is due to the availability of the inexpensive substitutes products—the VCDs--- that have hit the Chinese market for the past two years. The Chinese-manufactured VCDs are priced much lower than those made elsewhere, but have high quality pictures.
Over 70% of the 1,000 respondents have owned cameras and 65% of the respondents have owned video cameras for an average of over four years. Both cameras and video cameras are exceedingly popular in China, but Chinese consumers tend to use them for a long time before changing models. So for foreign importers, image, durability and quality of cameras are extremely important.
The improved standards of living and the changing life style in China have also resulted in higher demand for air conditioners in Shanghai for the past two years. The increasing number of foreign and local air conditioner producers in Shanghai have led to a price war which have made it affordable for average Chinese consumers to buy air conditioners. In light of the high rate of consumer purchasing intent for air conditioners, higher demand for the product is likely to continue in the years ahead.
Over 60% of the 1, 000 respondents have purchased water purifiers during the past five years (average 2.3 years) and 23% respondents intend to purchase it in the next one and half years, indicating a high demand for the product due to improved standard of living and the lower price of the products. Foreign marketers are likely to succeed when they sell brand name products with good reliability record.
A majority of the 1,000 respondents have purchased hi-fi equipment during the past two and half years and about a third of them bought health equipment in the past year, indicating the quality of leisure and enhanced consciousness of health among residents in China. The higher percentage of respondents intend to buy these products---34% and 24% respectively ---indicate the popularity of these durable products.
The actual ownership of motorcycle and private cars has remained low, largely due to the crowded streets in Shanghai, the relatively high price tags of these products and high government auto tax levied on their purchase. In light of the population density in China and lack of sufficient traffic infrastructure, it is not likely that there will be rapid growth of family cars and motorcycles in China.
The demand for personal computers for private use has remained robust among residents in Shanghai. Although only 21% of 1, 000 consumers purchased PCs in the past few years, 37% of the respondents intend to purchase PCs in the next 2-3 years, demonstrating high growth rates in the personal computer sector in China. Factors that contribute to the rapid growth of PCs in China include increased disposable income, productivity needs, more foreign and local brands available now in China and lowered price of personal computers in the market resulting from intensified competition.
Finally, ownership of private living quarters (apartments and houses for private use) of Shanghai residents is relatively low compared to other categories of durable goods. While the government used to heavily subsidize the cost of living by providing company housing at much lower cost, the changing market environment today has made it possible for people to purchase their own places of living, Still only a small number of people can afford it.
In summary, Table 1 indicates that private computers (PCs for private use) are likely to be the most demanded products in the years ahead. The list follows with hi-fi equipment, air conditioners, health equipment, water purifiers, cordless telephones, private living quarters, and microwave ovens.
The use of Non-Durable products
Table 2 provides information on consumers’ use of non-durable products.
Table 2 Non-Durables Used by Shanghai Consumers
|
Product |
% of sample who use |
Of buyers, average number of uses per year |
|
Soft drinks |
9.39 |
17.7 |
|
Frozen food |
93.1 |
9.1 |
|
Hair care products |
89.0 |
14.6 |
|
Fast food |
86.4 |
9.9 |
|
Skin care products |
83.7 |
14.4 |
|
Potato chips |
83.0 |
11.6 |
|
Athletic shoes |
79.3 |
3.4 |
|
Yogurt |
77.3 |
13.8 |
|
Jewelry |
64.0 |
8.9 |
|
Cosmetics |
58.9 |
8.6 |
|
perfume |
52.9 |
6.3 |
|
Canned food |
51.5 |
3.4 |
|
Vitamins |
41.7 |
5.2 |
|
Toys |
27.8 |
2.7 |
|
Baby food |
14.8 |
4.7 |
The exceedingly wide use of soft drink among consumers in Shanghai (94% of the 1,000 respondents) further provides evidence that as a result of improved standard of living, Chinese consumers are beginning to consume more soft drinks per capita similar to those in some rapidly economically developing countries. It also indicates why companies like Coca Cola and Pepsi Cola have been expanding in China at incredible pace.
Another characteristics of a new consumption patterns of non-durable products is the increasingly frequent use of frozen food by Chinese consumers. 93% of the 1,000 respondents purchased frozen food while 77% bought yogurt, a product that is becoming increasingly popular among Chinese consumers. Consumers using fast food and canned food have also increased in numbers. The frequent use of these products is a clear sign of the changing life style among traditional Chinese consumers who, for thousands of years, have bought fresh meat and vegetables daily to cook traditional Chinese meals. The market potential for these foods seems unlimited.
A third characteristics of the purchasing patterns of non-durable products is the increasingly popular use of hair care, and skin care products by Chinese consumers. Of the total 1,000 respondents, 89% and 84% used hare and skin care products respectively. Especially notable is the use of cosmetics,: 59% of respondents used cosmetics and 53% of the respondents used perfumes. Considering that many of these respondents are male, one can imagine how popular these products are among average Chinese consumers. This confirm why brand name hair and skin care products by companies such as Proctor & Gamble and Avon have had exceedingly successful stories in China.
In summary, Table 2 shows that in terms of the number of times used or consumed per year, non-durable products most used by Chinese consumers in the next couple of years (in decreasing order) are likely to be : soft drinks, hair care products, skin care products, yogurt, potation chips, fast food, frozen food, jewelry, cosmetics, perfume, vitamins, baby food, canned food, athletic shoes and toys.
Key services used by Shanghai consumers
Table 3 indicates the frequencies of use of key services by Shanghai residents.
Table 3 Services Used by Shanghai Consumers
|
Product |
% of sample who use |
Of buyers, average number of uses per year |
|
Restaurants |
80.0 |
3.0 |
|
Movies |
76.5 |
2.3 |
|
Domestic travel |
56.9 |
1.1 |
|
Karaoke |
46.3 |
3.4 |
|
Credit card |
34.8 |
5.9 |
|
Theater |
33.6 |
1.9 |
|
Disco |
31.2 |
3.1 |
|
Air travel |
21.7 |
1.2 |
|
Health clubs |
21.3 |
3.5 |
|
Banking Checks |
7.5 |
2.2 |
|
Travel abroad |
5.4 |
1.1 |
The most notable feature is that a large number of respondents go to restaurants (80% of 1,000), see movies (77%), and use domestic travel (57%). As life becomes better, more and more Chinese are beginning to enjoy more leisure than before. They tend to dine out instead of cooking at home. Apart from seeing movies and going to theater, it has become a fad for many Chinese to travel domestically during holidays such as Chinese New Year and National Day instead of staying home with family members. However, a careful study of the yearly frequencies of using some key services reveal that the Chinese tend to use these services at relatively longer intervals: on average, people tend to go and eat at restaurants once every four months, use health clubs once every three months and engage in one domestic travel or one foreign travel approximately once ea year. The major factor contributing to a lack of frequent use of these services may be cost and expense. Compared to consumers in industrialized countries, Chinese consumers are still poor and have a long way to go to catch up with the West. Lack of fixed vacations for average Chinese workers may also be a factor. This, of course, also means great business opportunities for essential service providers to come up with better/quality services at relatively lower costs. Consumption of key services in China seems to have unlimited potential in the future.
Table 3 also reveals that the use of credit cards and banking checks is very underdeveloped according to Western standards. 35% of the respondents used credit cards six times a year while only8% of the respondents used personal check twice a year. Obviously there is a great room for further development in personal finance areas as a result of reforms of the Chinese banking system and continuous increase in personal wealth. But local consumers’ reluctance to owe debt may pose serious threats to credit and debit card firms developing business in China.
In summary, in terms of the number of uses per year of key services among Shanghai consumers, the following order is noted: credit cards, health clubs, karaoke, disco dancing, restaurants, bank checks, theaters, air travel, travel abroad and domestic travel.
Consumer preferences for Manufacturer nationality
Table 4A provides information on respondents’ preferences of manufacturer nationality, with 9 being the most preferred and 1 being the least preferred.
Table 4A Preferred Nationality (9=Most preferred, 1=Least preferred)
Preferred Nationality
■durables ■non-durables
For durable goods, Chinese consumers mostly prefer products made of Japan, followed by USA, Germany, France and China. Th,is is not unexpected since high quality and durable brand name Japanese consumer electronics and family cares have been very popular with Chinese consumers for a long time. USA products are equally appealing due to their brand name image and American cultural appeal. German and French products are noted for their image and durability. Chinese products are liked by some local consumers mainly due to their low cost and ease of use. Taiwan and Hong Kong durable products have the image of cheap quality and lack of durability.
For non-durable products, the most preferred country is USA, followed by Japan, China, Germany and France. That US non-durable products are most popular with Chinese consumers is by no means surprising, Brand name consumer products produced by large USA companies such as Coca Cola, Pepsi Cola, P&G, Gillette, Avon products, etc. have been exceedingly popular with Chinese consumers. These products, in addition to their practical value, carry a strong sense of American cultural appeal which has attracted many young Chinese buyers. Japanese non-durable products are also popular for their design, comfort, quality and nutrition. Chinese consumers also prefer to buy China-made non-durable products mostly due to their huge price differential between home made normal goods and expensive import brand name products.
Consumer preferred product attributes
Table 4B provides information on consumers’ perception of preferred attributes of durable and non-durable products
Table 4B importance of Product attributes (5= decisive Factor, 1= Not important)
Preferred attributes
■durables ■non-durables
The most salient and consistent finding is that product quality and product price are the two most important attributes for both durables and non-durable products in the minds of Chinese consumers. Quality has been the biggest problem for China-made consumer products. Price is important because average Chinese consumers still cannot afford high priced luxury items. Durability is essential because of the Chinese tradition of using durable products for life. That is why Japanese, U.S. and German products are extremely popular in addition to their brand image.
For both durable and non-durable products, manufacturing nationality and brand image come only after product quality, product price and durability. An earlier survey on consumer preferences by Gallups also demonstrated that, given the choice, Chinese consumers prefer to buy domestically manufactured products more than similar foreign imports. The lower attention to producer nationality indicates that quality and price are of primary importance. Price in particular is important for many Chinese because of the still lower consumption levels. One typical example is the use of personal computers. The Chinese produced brands Legend computer oversold all other brands and became the number one best seller in China last year due to its reliability and much lower price than comparable foreign brands such as Compaq and IBM. Price elasticity of demand for durable goods is very high.
The Different Faces of the Shanghai Customer
An earlier article in China Business Review noted that several groups (or segments) of Chinese customer exist, each of which have distinct profiles. These profiles (“norveau riche”, “yuppies”, “salary men” , and “working poor”) are mostly defined by each customer’s type of employment and social status. In our data we found similar groups of consumers, each of which in general has rarer different purchasing profiles. By noting the similarities and differences across groups, we can show (a) which types of products and services seem to be purchased by all types of Shanghai consumers (and thus can be marketed towards the entire Chinese community); (b) for which types of products and services manufacturers and providers need to segment their marketing efforts.
On Table 5 we used a clustering technique to split our sample into three groups based on each respondent’s age, sex, education, income, percent of income placed into savings, and employment status. We then noted similarities and differences among the profiles, and also listed manufacturer nationality preferences, and attributes most preferred for each segment.
Table 5 Profiles of Shanghai Consumer Segments
|
% of sample |
Segment 1: Early Career 34.7% |
Segment 2: Advancing 56.5% |
Segment 3: Mature 8.8% |
Significantly different(at 0.01 level) |
|
Age |
27.7 |
43.8 |
59.9 |
No |
|
Sex |
50%M50%F |
58%M 42%F |
71%M 29%F |
No |
|
Yeas of education |
14.1 |
12.2 |
13.0 |
No |
|
Monthly income(RMB) |
1950 |
1947 |
1876 |
No |
|
% of income placed in savings |
20.9% |
21.8% |
15.9% |
Yes (o.8) |
|
% employed |
84% |
95% |
65% |
No |
|
Manufacturer nationality most preferred for durables |
Japan (1)
USA(2)
Germany(3) |
Japan (1)
USA(2)
Germany(3) |
Japan (1)
China(2)
USA(3) |
|
|
Manufacturer nationality most preferred for non-durables |
USA(1)
Japan (2)
Germany(3) |
USA(1)
Japan (2)
China(3) |
China(1)
USA(2)
Japan(3)
|
|
|
Product attributes most preferred for durables |
Product quality (1)
Price (2)
Durability (3) |
same |
same |
|
|
Product attributes most preferred for durables |
Product quality (1)
Price (2)
Manufacturer nationality (3) |
same |
same |
|
The segments. Three distinct consumer segments exist, which we have labeled as “early career”, “advancing,” and “mature”. The “early career” group is distinguished by a relatively young average age (28), high level of education (on average, at lease some university studies), relatively high employment (84%) and family income averaging 1950 Yuan/month. This group places about 21% of their income into savings. Members of the “advancing” group tend to be older (average 44) and have slightly less education (mostly with only secondary school). Almost all (95%)a are employed, and they have average income (1947 Yuan/month) and saving’s rate (22%) which almost match the “early career” segment. Respondents in the “mature” segment are older (average 60), have slightly lower income (1786 Yuan/month), place a lower percentage of their income into savings (16%), and have lower employment rate(65%, probably due to the inclusion of many retires)
No differences were noted across segment with respect to their most preferred product attributes. Each segment reported product quality, followed by price and durability as most preferred in durables; product quality, price and manufacturer nationality were most preferred for non-durables. For durables, Japan and USA were cited among the top three preferred manufacturer nationalities for each segment. The “mature” segment also has high respect for products of Chinese origin, and the “early career” and “advancing” segments also had respect for those of German origin. For non-durables, USA and Japan again are among the top three most preferred manufacturer nationalities for each segment. However, here we see a striking change across segments in preference for Chinese-made products which is directly related to the respondents’ age. The “advancing” and “mature” segments seem to have greater preference for non-durables manufactured by Chinese companies. The older generation is used to traditional Chinese products more than the younger generation in China as a result of long-term habits.
Differences in types and quantities of products and service purchased. While many similarities exist across all segments, distinct differences appear in the products and services each consumer group is most likely to purchase. These can have important implications for manufacturers, distributors and service providers. On Table 6 we outline these by type of product or service.
Table 6 Purchasing preferences of Segments of 1000 Shanghai Consumers
|
|
Segment 1: early career (35% of sample) |
Segment 2: advancing (57% of sample |
Segment 3: Mature (9% of sample) |
Significantly different? (at 0.01 level) |
|
Percentage of respondents in segment who intend to purchase: Durables |
|
Private Computer |
56 |
40 |
28 |
Yes (0.00) |
|
Hi-Fi |
48 |
41 |
25 |
Yes(0.00) |
|
Health Equipment |
36 |
27 |
31 |
No (0.04) |
|
Cordless Phone |
34 |
21 |
11 |
Yes(0.00) |
|
Air Conditioner |
34 |
30 |
30 |
No (0.55) |
|
Water Purifier |
34 |
23 |
24 |
Yes(0.00) |
|
Private Living Quarters |
33 |
24 |
11 |
Yes(0.00) |
|
Camera |
32 |
16 |
13 |
Yes(0.00) |
|
Microwave Oven |
28 |
20 |
18 |
No (0.03) |
|
Bicycle |
23 |
19 |
15 |
No (0.27) |
|
Private Car |
20 |
10 |
12 |
Yes(0.00) |
|
Motorcycles |
18 |
10 |
6 |
Yes(0.00) |
|
VCR |
16 |
9 |
10 |
No (0.02) |
|
Video Camera |
16 |
9 |
4 |
Yes (0.01) |
|
Percentage of respondents in segment who use: Non-durables |
|
Soft drinks |
98 |
98 |
93 |
No (0.04) |
|
Frozen food |
98 |
96 |
97 |
No (0.50) |
|
Hair care products |
96 |
95 |
75 |
Yes(0.00) |
|
Fast food |
95 |
93 |
83 |
Yes(0.00) |
|
Skin care Products |
90 |
90 |
79 |
No (0.02) |
|
Potato Chips |
92 |
91 |
74 |
Yes(0.00) |
|
Athletic Shoes |
90 |
85 |
65 |
Yes(0.00) |
|
Yogurt |
88 |
83 |
61 |
Yes(0.00) |
|
Jewelry |
73 |
75 |
53 |
Yes(0.00) |
|
Cosmetics |
67 |
69 |
43 |
Yes(0.00) |
|
Perfume |
66 |
58 |
41 |
Yes(0.00) |
|
Canned Food |
72 |
60 |
63 |
Yes(0.00) |
|
Vitamins |
60 |
44 |
52 |
Yes(0.00) |
|
Toys |
50 |
33 |
15 |
Yes(0.00) |
|
Baby Food |
26 |
18 |
10 |
Yes (0.01) |
|
Percentage of respondents in segments who use: Services |
|
Restaurants |
97 |
91 |
79 |
Yes(0.00) |
|
Movies |
97 |
87 |
77 |
Yes(0.00) |
|
Domestic Travel |
89 |
71 |
73 |
Yes(0.00) |
|
Karaoke |
82 |
45 |
26 |
Yes(0.00) |
|
Credit Card |
53 |
32 |
27 |
Yes(0.00) |
|
Theater |
53 |
43 |
51 |
No (0.05) |
|
Disco |
63 |
24 |
21 |
Yes(0.00) |
|
Air Travel |
38 |
24 |
25 |
Yes(0.00) |
|
Health Clubs |
41 |
17 |
19 |
Yes(0.00) |
|
Banking Checks |
10 |
8 |
6 |
No (0.51) |
|
Travel Abroad |
8 |
5 |
3 |
No (0.23) |
For durables, respondents in all three segments most intend to buy personal computers, hi-fi equipment, health equipment, water purifiers, and air conditioners in the near future. However, the actual percentage of respondents indicating intent to buy varies greatly across the segments--- in general, the “early career” segment has much higher intent and the “mature” segment has much lower. The “early career” and “advancing “ segments are most interested in purchasing personal computers and hi-fi equipment, while the “mature” segment is most interested in health equipment and air conditioners. With over half of the “early-career” segment intending to buy at least one of these products, this represents a huge potential market for companies.
Within non-durables, frozen foods, soft drinks, hair care products, fast food, and potato chips all rank among the top six most-used items for each segment. We find similar variation in purchasing patterns across the segments as for the durables, with the mature segment, in general, using less of these products. Soft drinks, frozen foods, and skin care products are the only products which do not significantly differ in absolute use across segments. For services, again we see similar trends in purchasing pattern as with the durable products. All groups most use movies, restaurants, domestic travel, karaoke, and credit cards, with decreasing use based on the “early career”, “advancing”, and “mature” sequence of segments. With almost all of the “early-career” segment already using at least one of these services, this is illustrates the strength of consumer demand from this group.
Conclusion
This survey has provided latest findings of consumer purchasing patterns and intents in Shanghai, China. The results have several important implications for MNCs interested in establishing strategic position in China and for foreign marketers wanting to sell goods in the huge Chinese consumer market.
Unlimited market Growth
The results have convinced us that there is still great potential in the Chinese market for an unlimited number of products. As Shanghai is much more advanced than other parts of China in terms of spending and personal wealth, it is logical for us to expect rapid and sustained growth of personal consumption of key durable and non-durable products, as well as critical services, in the years to come.
Promising product categories
The survey shows that not all product categories are likely to enjoy even growth in the years ahead. Durable products such as personal computer, hi-fi equipment, air conditioners, health equipment, microwave ovens and non-durable products such as soft drinks, hair care and skin care products, yogurt, fast food, frozen food, etc, are likely to experience rapid growth in the foreseeable future. Services such as credit cards, health clubs, restaurants, bank checks are most likely to be popular with Chinese consumers in the years ahead.
Segmented preferences
The study shows three distinct consumer segments in China with each having different preferences for durable and non-durable goods to be consumed in the future. The younger generation seems more interested in purchasing items of such durables as personal computers and hi-fi equipment whereas the older generation intends to purchase health equipment and air conditioners. Foreign marketers must be familiar with changing demographics and hit the nail on the target.
Preferred attributes
Overwhelming results demonstrate that Chinese consumers are mostly concerned with three product attributes: price, quality and durability. Foreign marketers and manufacturers able to sell high quality and durable products with low price tags are most likely to be successful in the Chinese market.
Preferred manufacturing nationality
As expected, Chinese consumers consistently rate highly durable and non-durable products from Japan, the U.S., Germany and France. The great cultural appeal of American and French products and the noted quality and durability of Japanese and German products have impressed Chinese consumers. But a certain segment of the Chinese population also prefers China-made products for their ease of use and affordable prices.
For multinational firms that want to establish a solid strategic position in China and crack the barriers of the Chinese consumer market, it is critical to bear in mind the important message and lesson brought about from this survey and develop product and marketing strategies accordingly.
VCR—videocassette recorder录像机, VCD—video compact disk/disc雷射影碟, CD---compact disk激光唱片, video camera摄像机, digital camera数码相机, hi-fi ( high-fidelity)equipment高保真音响设备, 如HDTV--high-definition TV高分辨率/高清晰度电视， hi-tech高科技等)yuppies (young urban professionals---雅皮士， nouveau riche---(法语)新贵 (选自： 中欧国际工商管理学院1998年教材)
Specimen 3 关于XXX数控技术发展集团公司十年的发展规划
以集团、联合的大战略发展XXX数控---中国南方的数控产业基地。分三个发展阶段。
第一阶段：品牌建立战略
第二阶段：以科技穿心为特征的产品多元化发展战略。
第三阶段：联合国内行业的力量进行跨国发展战略。用十年左右的时间发展为年度10-20亿元产销规模的数控产业。
第一阶段： 品牌建立战略
在过去的十多年时间里，由国家扶持的六大数控系统生产基地虚晃四年之后都相继走向衰落、解体，至今没有一家能形成批量生产。
要立足发展数控产业必须有一个长期的十年、二十年的战略规划和思想。日本FANUC公司和德国的西门子公司从五十年代开始研制数控系统，经历半个世纪，穿凿世界品牌，占有目前世界上60%的市场。
XXX数控自八七年开始引进研制数控系统，八七---九七年的十年里，处在一个探索认识过程。企业知名度低。自九三年国家宏观调控，国内整个机床行业连续六年负增长，进口数控机床设备大量涌入，几家进口伺服数控系统不断降价促销，极大地冲击我国幼稚的数控产业，国有数控产业急剧退缩。在外部条件较困难的情况下，XXX数控不断扩大旧机床改造业务，保住企业的生命。从九七、九八年开始强化质量，品牌意识，引进发展多个数控系统项目，伺服系统项目和数控机床生产项目，促进原产系统2000多套，居国内第一。DA98全数字交流伺服系统填补国内空白，新产品可靠性( 使用一年)达到97%以上，产品已配套上海仪表机床厂、广州机床厂、济南第一机床集团公司等二十多家机床中等企业，产品普遍得到用户好评，打破了国外交流伺服系统垄断中国市场的局面。
去年广州机床厂的国家教委招标项目27台配我厂DA98全数字式交流伺服系统的数控车床与上海仪表机床厂配套的100多台数控车床的成功，开创了我国有史以来应用全数字交流伺服系统年产百台数控车床的新局面。日本FANUC公司不相信中国人近期能批量生产全数字式交流伺服系统，并专程派人到上海调查。全机床行业十分关注本国能否产出可靠的交流伺服系统。
第一阶段的品牌建立战略将持续至2004年，期间主要完成：
一、 ISO9002质量认证体系；
二、 企业信息化计算机网络管理系统建立；
三、 建立以本科生学历工程师为主的售后服务与营销队伍；
四、 培育“精益求精，让用户满意”的企业文化，不断提高企业的美誉度；
五、 紧抓产品质量，到2004年，定型产品的故障率( 正常使用一年内)控制在6‰以内。
第二阶段 ：一科研创新为特征的产品多元化发展战略
以数控技术为技术核心，发展相关的光机电一体化产品产业。以科研创新为龙头。
规划在2005年内发展成有百名科研开发人员队伍的科研技术中心。
一、 分别设有：
1． 数控系统研究所 2. 伺服系统研究所 3. 数控机床研究所 4. 现代制造技术研究所
5. 激光应用技术研究所 6. 机器人、机械手研究所
二、 创办数控应用技术专科学校
以半工半读的新概念办学模式，培养学院在长期实践操作而获得的动手能力。学校规模1000名学生，200台实习数控机床。分别设有：
1． 初级技工班，半年制，专门培训熟练操作数控机床技工；
2． 中级技工班，一年制，培训除能熟练操作多款数控机床外，能独立维修和保养数控机床的车间技术领班。
3． 高级专业人才数控技术研修班，二年制，学院直接参与实施企业承接的数控工程，产品开发项目、学术交流，为本企业和社会培养具备研发能力的专业人才，提高本企业集团的影响力。
三、 规划开发产品项目
1． 结构新颖的经济型数控系统
2． 完善初级伺服数控系统
3． 中、高档伺服数控系统
4． 伺服主轴单元
5． 小惯量伺服驱动单元
6． 钣金加工机床数控系统
7． 磨床数控系统
8． 轻工、自动化机械控制系统
9． 机器人、机械手控制系统
10． 大专院校教学用柔性制造系统
11． XH7132立式加工中心
12． XK715立数控铣床
13． 教学产业用数控车床
14． 教学产业用数控铣床
15． 数控木雕刻机，贴片机
16． 数控精密雕刻机床
17． 数控工具刀具磨床
18． 广东规模产业配套柔性专机
19． 数控机床用的自动刀架
20． 旧机床批量改造的数控二坐标进给机构
21． 扩大旧机床改造领域。( 大型，进口数控设备改造)
22． 出口数控车床、数控铣床、数控磨床
23． 出口智能化自动化机械产品
24． 开发机器人，机械手
25． 激光加工数控机床
第三阶段： 组织联合国内行业内的力量进行跨国发展战略，用十年左右的时间，发展成为每年度15-20亿元产销规模的数控机电产业。
以本企业的数控系统技术和数控机床研发为龙头、为核心，组织联合国内机床行业的机械加工制造能力，制造部分机床构件，在广州进行整机安装调试，出口及服务。
规划用地：10万平米( 15亩)( 2002年定点规划)
1． 数控系统( 电气)生产车间 1.5万平米
2． 数控机床( 机械)生产车间 3.5万平米
3． 专科学校占地 2万平米
4． 科研、展销、办公、综合楼占地1 万平米
5． 备用、绿化、通道 2万平米
融资方式：
1． 转让部分股份吸收投资；
2． 科技项目立项取得政府部分资助，地价优惠和分期付款；
3． 力争二至三年时间上科技版股市筹集资金。
XXX数控设备厂
2001年2月
11.9 Practice on international marketing
1. What is product life cycle? Explain briefly the four stages in the life cycle.
2. What is a product? What is a descriptive name, what is a generic name? What is the difference between product and product line?
.3. What is product mix? What are included in product mix? What are they measured by? Explain briefly the product mix strategies.
4. What is product differentiation? What is product feature? What are the two knives of product features? Give some examples. What is product benefit? Give some examples.
5. Explain the wants of the customers. What is product adaptation? Explain buying motives by example
第十二讲 国际贸易理论节选Theories on International Trade
序: 国际贸易概述Preface: General Remarks on International Trade
International trade can be defined as the exchange of goods and services produced in one country with those produced in another country. In the complex economic world, no country can be completely self-sufficient. The distribution of natural resources is uneven. Some countries are abundant in resources, while elsewhere reserves are scarce or even nonexistent. And a country may be rich in some resources but poor in others. For instance, Britain has large reserves of cola but lacks some metal reserves. Kuwait has vast oil deposits but little farm produce. And Japan relies heavily on import for most of the primary commodities. That is the reason why international trade first began.
With the development of manufacturing and technology there arose another incentive for trade, i.e. international specialization---- one country producing more of a commodity than it uses itself and selling the remainder to other countries. Such specialization constitutes an important basis for international trade.
Absolute advantage and comparative advantage are two theories of international specialization. Both theories attempt to determine which goods a country should produce for itself and export to other countries and which goods it should import from other countries.
The theory of absolute advantage holds that a commodity will be produced in the country where it costs least in terms of resources (capital, land and labor). This theory is illuminated in the following table. To be more illustrative, let us assume there are only two countries producing two commodities under perfect competition:
Output per man-year of labor
Country A Country B
Computers 50 10
Cars 20 40
From the above table, we can see that a man in Country A can produce 50 computers in a year but only 10 in Country B. On the other hand, one man in Country B can produce 40 cars in a year but only 20 in Country A. So Country A is more efficient in producing computers than Country B and we say the former has an absolute advantage over the latter. Similarly, Country B is more efficient with cars and has an absolute advantage over Country A. As a result, Country A would specialize in the production of computers and trade some of them for Country B’s cars, and Country B would specialize in cars and exchange some of them for Country A’s computers. Both countries will gain benefits through specialization and trade.
But according to the above theory, trade occurs only when each country has an absolute advantage over the other in the production of one commodity. In reality, it is not rare that one country has no absolute advantage in any commodity. Will trade occur in these cases? The theory of comparative advantage has offered a satisfactory answer to this question.
The theory of comparative advantage holds that even if a country is less efficient than another in the production of both commodities, i.e. it has absolute disadvantage in producing both commodities, there is still a basis for mutually beneficial trade. The first country should specialize in the production and export of the commodity in which its disadvantage is smaller, i.e. the commodity of its comparative advantage, and import the commodity in which its absolute disadvantage is greater, i.e. the commodity of its comparative disadvantage. The above theory can be illustrated in this table:
Output per man-year of labor
Country A Country B
Computers 50 10
Cars 40 20
The difference between this table and the previous one is that Country B has absolute disadvantage in the production of both computers and cars. Nevertheless, it still has a comparative advantage in cars since it is half as efficient in cars but 5 times less efficient in computers in comparison with Country A. On the other hand, Country A has absolute advantage over Country B in both computers and cars. However , we say it has comparative advantage in computers since it has greater absolute advantage in the commodity than in cars with respect to Country B. According to the theory, both countries can gain if A specializes in computers and B specializes in cars. Where comparative advantage exists, two trading partners are both able to share in the gains from trade. Trade to exploit comparative advantage promotes efficiency among countries, since it can make one country better off without making another worse off.
Comparative advantage is not a static concept. A country may develop a particular comparative advantage purely through its own actions, independent of the endowments of nature. Switzerland’s comparative advantage in watch making is a typical example. Similarly, the United States has developed comparative advantage in many lines that use the most up-to-date technology.
The idea of absolute advantage as the basis for economic specialization has a strong intuitive appeal. But the idea of comparative advantage introduced by the English economist David Ricardo makes more sense. Indeed it has become the cornerstone of modern thinking on international trade.
Where there are no differences between countries in the basic capabilities at producing goods, other bases for trade among them may still exist. First, patterns of demand may differ among nations. For instance, most consumers in one country may consider dog meat a delicacy, while in another country the consumption of dog meat is abhorrent. In this case the second country may sell its dog meat to the first country. Trade will be based not on differences in the production capabilities of the two countries but on different consumption preferences.
Second, trade may occur out of economic of scale, that is, the cost advantages of large-scale production. For example, Country A and Country B may have the same capability in producing cars and computers, but the cost for the production of both commodities will decrease if the goods are produced on a larger scale. Both countries might find it advantageous if each were to specialize completely in the production of one commodity and import the other.
Third, trade takes place because of innovation or style. Even though Country A produces enough cars at reasonable costs to meets its own demand and even to export some, it may still import cars from other countries for innovation or variety of style.
To summarize, the theory of international specialization seeks to answer the question which countries will produce what goods, with what trade patterns among them. Differences in production conditions, the element highlighted by the theory of comparative advantage, provide the most important part of the answer. But a complete answer must take into account other factors such as patterns of demand, economies of scale and innovation or style.
In reality, however, complete specialization may never occur even it is economically advantageous. For strategic or domestic reasons, a country may continue to produce goods for which it does not have an advantage. The benefits of specialization may also be affected by transport cost. Goods and raw materials have to be transported around the world and the cost of the transport reduces the benefit of trade. The case will be more serious with transportation bulk or perishable goods. Protectionists measures which are often taken by governments are also barriers to trade, and typical examples are tariffs and quotas.
Tariff barriers are the most common form of trade restriction. A tariff is a tax levied on a commodity when it crosses the boundary of a customs area which usually coincides with the area of a country. A customs area extending beyond national boundaries to include two or more independent nations is called a customs union. Import duties are tariffs levied on goods entering an area while export duties are taxes levied on goods leaving an area. The former type is more common then the latter as most nations want to expand exports and increase their foreign exchange earnings. Import duties may be either specific, or ad valorem, or a combination of the two---- compound duties. The terms drawback refers to duties paid on imported goods that are refunded if the goods are re-exported. The term most-favored nation (MFN) treatment refers to a tariff treatment under which a country is required to extend to all signatories any tariff concessions granted to any participating country. However, MFN treatment is not really special but is just normal trading status. It gives a country the lowest tariffs only within the tariff’s schedule, but it is still possible to have lower tariffs.
Quotas or quantitative restriction are the most common form of non-tariff barriers. A quota limits the imports or exports of a commodity during a given period of time. The limits may be in quantity or value terms, and quotas may be on a country basis or global, without reference to countries. They may be imposed unilaterally and can also be negotiated on a so-called voluntary basis. Obviously, exporting countries do not readily agree to limit their sales. Thus, the “voluntary” label generally means that the importing country has threatened to impose even worse restrictions if voluntary cooperation is not forthcoming.
In addition to visible trade, which involves the import and export of goods, there is also invisible trade, which involves the exchange of services between countries.
Transportation service across national boundaries is an important kind of invisible trade. International transportation involves different means of transport such as ocean ships, planes, trains, trucks and inland water vessels. However, the most important of them is maritime ships. When an exporter arranges shipment, he generally books space in the cargo compartment of a ship, or charter a whole vessel. Some countries such as Greece and Norway have large maritime fleets and earn a lot by way of this invisible trade.
Insurance is another important kind of invisible trade. In the course of transportation, a cargo is vulnerable to many risks such as collision, pilferage, fire, storm, explosion, and even war. Goods being transported in international trade must be insured against loss or damage. Large insurance companies provide service for international trade and earn fees for insuring other nation’s foreign trade. Lloyd’s (劳合社)of London is a leading exporter of this service.
Tourism is yet another important form of invisible trade. Many countries may have beautiful scenery, wonderful attractions, places of historical interest, or merely a mild and sunny climate. These countries attract large numbers of tourists, who spend money for traveling, hotel accommodations, meals, taxis and so on. Some countries depend heavily on tourism for their foreign exchange earnings，and many countries are making great efforts to develop their tourism.
The fourth type of invisible trade meriting attention is called immigrant remittance. This refers to the money sent back to home country by people working in a foreign land. Import and export of labor service may be undertaken by individuals, or organized by companies or even by states. And this is becoming an important kind of invisible trade for some countries.
Invisible trade can be as important to some countries as visible trade is to others. In reality, the kinds of trade nations engage in are varied and complex, often a mixture of visible and invisible trade.
12.1 技术贸易Technological Trade
技术贸易(Technology Trade)是有偿的技术转让，包括技术引进和技术输出。技术的引进输出与商品的购买售卖不同，所买卖的不是某一技术本身的所有权，而只是某种技术知识的使用权、有关商品的制造权和销售权。当前国际技术贸易的主要方式是许可贸易(Licensing)。达成许可证交易所订立的正式文件叫许可证贸易合同(Licensing Contract)。这种交易的卖方叫转让方(Transferor)或许可方(Licenser)，买方叫受让方(Transferee)或被许可方(Licensee)。技术贸易所转让的使用权主要有3种，即专利使用权、技术秘密使用权和商标使用权。许可证按其财产占有成都划分为独占许可证(Exclusive License)、排他许可证(Sole License)、普通许可证(Simple License)。
Acquisition of Technology
Technology is not just an ordinary commodity one can buy and sell at any moment. IT is unusual that a business transaction thereof can be closed in a day or two. The business negotiation for technology transfer requires normally one year or a longer period of discussion between the technicians and commercial personnel of both parties. Just imagine that the technicians had more than 10,000 sheets of blueprints and technical data to examine and study, i.e. for a glass instruments plant, to say nothing of a highly sophisticated complex plant. Furthermore, the actual conditions in China in respect of skilled labor, equipment now in use, supply of raw materials and standard specifications are in all probability different from those obtaining overseas. It is generally deemed necessary to make some minor modifications so as to make imported technology adaptable to the Chinese requirements.
From the commercial point of view, technical transfer may take one or more of these following forms in light of the actual requirements:
1. Licensing Trade:
China has published and implemented the Patent Law, and foreigners can apply for a patent to the Patent Bureau. After approval of the patent application, the patentee can sell the right to use the patent by way of a license. A licensing agreement is entered into between the supplier and accepter，whereby the licensee may have the right to produce the goods under patent protection by paying an agreed amount of royalty annually to the supplier.
Under a licensing agreement, the licensor grants rights to the licensee, which may be exclusive or non-exclusive and the license may refer to patents, trademarks, know-how or other proprietary assets. Normally the licenser is obliged to furnish technical information and assistance, and the licensee, to exploit effectively the rights and pay compensation to the licensor. The supplier is required to send qualified technicians to the foreign country to assist the licensee in establishing and adapting its production facilities for the new product. The primary advantage to the company granting the license is that the investment required is nominal, and the major disadvantage is that the licensee company may possibly become a competitor once the agreement is terminated.
When the foreign supplier has the patent for his product registered in China, and Chinese company who produces the patented goods without license commits an act of infringement and, therefore, is subject to punishment by law. In other words, under the patent system, the supplier may take legal actions against any violation. But not every piece of technological know-how has a patent for protection. The supplier who has not got the patent protection, may invoke the contract obligation embodied in the confidentiality clause and submit the case, i.e. breach of contract to an arbitration commission for settlement, in case the licensee reneges on his obligation.
2. Technical Consultation and Service
Technical consultation refers to the supplier’s application of various kinds of scientific and technical knowledge, experiences and talents in order to set out appropriate data, technical information, survey report or concrete proposal for the client’s technological item, in light of the requirements of the client. Technical service is offered to acquaint client with the technology and expertise relevant to the use of a certain commodity by introducing to, assisting and teaching the client’s personnel how to grasp the techniques. Since the technical level of the personnel of the clients may be different from country to country and from locality to locality, the technical consultation and service may take different forms to suit different circumstances.
3. Technical Collaboration
The arrangement is sometimes called co-production, under which the Chinese enterprise undertake to cooperate with the overseas supplier of technology to manufacture certain types of industrial products, say, machine products within a possible short, time, so that the Chinese may be able to grasp gradually the technology supplied by the overseas enterprise in the course of manufacture. It is worth mentioning that this arrangement differs from co-production as in that technical collaboration purpose to import technology whereas co-production in international trade aims at developing export trade by virtue of importing technology. The objective of technical collaboration centers upon our acquisition of technology from abroad to manufacture the products all by ourselves, in other words, to achieve import business. To achieve this goal, two basic forms of collaboration are possible
First, a cooperative agreement is entered into between the two parties, whereby the overseas supplier provide the blueprints of design and technical data, or equipment for production, so that both parties can start manufacturing parts and components or certain products for export or for domestic sales, in pursuance of the division of labor based on their respective specialization.
The next alternative is cooperation under contract, i.e. the overseas supplier shall have the sole responsibility for the manufacturing technology, and both sides shall join hands and cooperate to manufacture certain types of machines according to contract stipulations. For instance, Dalian
Heavy-duty Machine-building Factory and a West German enterprise entered into a licensing agreement coupled with technical consultation and service. In the first stage, the West German supplier completed the manufacture of 90% of the parts and components and the Chinese enterprise 10%; in the intermediate stage, the Chinese did 90% and the overseas 10%. The essence of this collaboration is acquisition of technology by the Chinese enterprise. Generally speaking, the arrangement is considered to be a desirable scheme, by means of which China gets the technology and equipment, and becomes able to digest, assimilate and popularize the advanced technology more effectively and economically than through other channels. It should be mentioned in passing that technical collaboration is different from joint venture, even though both of them can serve the same purpose of acquisition of technology.
4. Acquisition of Single Equipment or Key Equipment
Importing single equipment or key equipment is a commodity transaction, pure and simple. But as the economic crisis in the capitalist world deepening and the competition on international market is getting fiercer, the overseas supplier is inclined to offer technology together with the equipment so that he can outdo his competitors in pushing the sale of his products. It may be in the form of licensing or technical consultation and service. In such a case, the deal has a distinctive feature, distinguishing itself from the ordinary commodity transaction.
5. Acquisition of Production line
It refers to the importation of an entire production line, i.e. the production equipment for the entire manufacturing process commencing from the raw material input up to the final stage of production of finished products. The deal entails technology transfer and doubtless, technical consultation and service. This is quite representative of integration of equipment with technology import.
6. Acquisition of Complete Set of Equipment
The deal is invariably a complete package containing not only technology but also the whole engineering project from draft of construction layout and program, selection of site, construction design, purchase of equipment, building construction work, installation, test -run and personnel training, etc. The plan is to be commissioned after the trial production. When everything is found in order, and the quality of the product verified, the plant is to be turned over to the buyer. This is what people in the international trade circle call “turn-key project”.
In China it is feasible and appropriate to have the Chinese firms to undertake building construction and the installation of equipment with the overseas supplier responsible for technical consultation and service. This arrangement is technology transfer associated with the import of complete plant and is, of course, much less expensive than a turn-key project. So it is very common in China, having the advantage of economy in foreign exchange expenditure. It is necessary to make sure that the supplier should be held responsible for smooth running of the plant until the new plant is put into operation and continues to run satisfactorily for a period of time, say, one year, which may be called the guarantee period. The recent development in this field indicates that since 1979, China has put some constraints on the importation of complete plants and prefers to buy key equipment together with the related technology.
12.2 易货贸易 Barter Trade
The bulk of international trade is done in the general mode of buying and selling of goods and services by means of money and the market. Under specific conditions, however, special modes of transactions may be adopted to better realize one’s business purposes. Among them, counter trade and its variants are perhaps the most popular modes of trade.
Counter trade is a peculiar form of transaction allegedly popular in less develop countries and in centrally planned economies. It has become the generic term to describe a set of cross-border contracts that link a seller’s exports to imports from the buyer, and it is often associated with policy objectives of relevant economies like dealing with foreign exchange shortage and promotion of exports.
The terminology counter trade employed today can be traced to the pre-World War II years when normal trade relations were breaking down. Following German hyperinflation, competitive devaluations and protectionism meant global collapse in trade and international financial and banking markets. Unwilling to see German cut off from its traditional raw materials supplies in the Balkans, the Reichsbank agreed to the establishment of a clearing system that settled only net positions--- and only once a year ----a measure that permitted traditional trade flows between Germany and the Balkans to continue. These arrangements were called compensation trade. Another terms used in the context of such bilateral clearing operations was “counter trade”. During and after World War II, when financial markets were in disarray, Britain used similar bilateral arrangements, as did Western Europe when setting up the European Payment Union. Subsequently the countries of centrally planned economies copied such clearing systems and used them among themselves and also in trade with neighboring countries like Finland. Conceptually, all these arrangements are trade credit accounts between familiar trading partners exchanging unrelated goods.
In the 1970s and 1980s counter trade was different from the old practice although some similarities remained. Current counter trade partners are not necessarily familiar partners and goods exchanged are sometimes vertically related. Current counter trade can be categories as follows:
Barter: The direct exchange of goods and services which is completed in a short period of time, e.g. an exchange of frozen lamb from New Zealand for Iran crude oil.
Counter purchase: The assumption by an exporter of a transferable obligation through separate but linked contract to accept as full or partial payment goods and services from the importer or importing country. The contract is usually stipulated to be fulfilled within a given period of time, e.g. 5 years, and the goods or services received in return are usually pr-specified in a list and are subject to availability and changes made by the original importing country. In essence, then, counter purchase is an intertemporal direct exchange of goods and services. For example, in 1977 Volkswagen sold 10000 cars to the former East Germany and agreed to purchase goods from a list set up by the former East Germans over the next 2 years, up to the value of the cars sold to the former East Germany.
Buyback: An agreement by an exporter or plant and equipment to take back in the future part of the output products by these goods as full or partial payment. The important difference between counter purchase and buyback is that in buyback the goods and services taken back are tied to the original goods exported whereas that is not the case in counter purchase. Another important difference is that a buyback deal usually stretches over a longer period of time (as long as 15 to 20 years) than a counter purchase deal. For instance, the Xerox Corporation sold to China the plant and technology for the production of low-volume photocopying machines, and contractually committed to repurchase a very large portion of the photocopy machines produced in the Chinese plant.
The intriguing features common to barter, counter purchase and buyback is “bundling”: the exchange of goods and services are bundled together (the exchanges are implemented either concurrently or intertemporally). In normal market transactions buying and selling of goods and services is unbundled, an arrangement made possible by the use of money and the “markets” as an institution. Thus, an individual can sell goods and services to obtain monetary income and can then use the income for other desired goods and services. Such unbundling greatly facilitates transactions and allows more efficient economic exchanges.
While counter trade does not represent an extreme form of bundling, and money as a unit of account is not totally bypassed---- in many counter trade deals, only a fraction of the initial purchase is paid for in goods and services---- the question remains why a significant part of the buying and selling of goods and services should be bundled together.
The impression one gets is that bundled trade takes place where the market institution is imperfect. It can be said to generally take place between mature market economies and economies with a less sophisticated market system. Under such circumstance there are several presumed advantages in counter trade:
1, Counter trade is implemented because it helps a country to deal with foreign exchange shortages.
2．Counter trade can be used to promote exports.
3. Counter trade can be used to reduce uncertainty regarding export receipts.
4. Counter trade is used to bypass an international price agreement like, for example, that OPEC.
5. Counter trade may help those nations, with serious debt problems to continue to import goods while, in effect, concealing export earnings from creditors.
However, counter trade can be very risky business. By concealing the real prices and costs of transactions it may conceal and help perpetuated economic inefficiencies in the market place. Companies may suffer losses because they could not get rid of products of poor quality. Finally, counter trade may be considered as a form of protectionism.
Among other modes of trade are processing trade, consignment, leasing trade, agency, etc.
12.3 其他贸易形式 Other Trading Modes
International business refers to transaction between parties from different countries. Sometimes business across the borders of different customs areas of the same country is also regarded as import and export, such as business between Hong Kong and Taiwan.
International business involves more factors and thus is more complicated than domestic business. The following are some major differences between the two:
1. The countries involved often have different legal systems, and more and more parties will have to adjust themselves to operate in compliance with the foreign law.
2. Different countries usually use different currencies and the parties concerned will have to decide which currency to use and do everything necessary as regards conversion etc. Uncertainty and even risks are often involved in the use of a foreign currency.
3. Cultural differences including language, customs, traditions, religion, value, behavior etc. often constitute challenges and even traps for people engaged in international business.
4. Countries vary in natural and economic conditions and may have different policies towards foreign trade and investment, making international business more complex than domestic business.
With the development of economic globalization, few people or companies can completely stay away from international business. Some knowledge in this respect is necessary both for the benefit of enterprises and personal advantages.
International business first took the form of commodity trade, i.e. exporting and importing goods produced or manufactured in one country for consumption or resale in another. This form of trade is also referred to as visible trade. Later a different kind of trade in the form of transportation, communication, banking, insurance, consulting, information etc. gradually became more and more important. This type of trade is called invisible trade. Today, the contribution of service industries of the developed countries constitute over 60% of their gross domestic products and account for an increasing proportion of world trade.
Another important form of international business is supplying capital by residents of one country to another, known as international investment. Such investments can be classified into two categories. The first kind of investments, foreign direct investments or FDI for short is made for return through controlling the enterprises or assets invested in a host country. The host country is a foreign country where the investor operates, while the country where the headquarters of the investor is located is called the home country. The second kind of investment, portfolio investments, refers to purchases of foreign financial assets for a purpose other than controlling. Such financial assets may be stocks, bonds or certificates of deposit. Stocks are also called capital stocks or bonds. Bonds are papers issued by a government or a firm with promise to pay back the money lent or invested together with interest. The maturity period of a bond is at least one year, often longer, for example five, or even ten years. Certificates of deposit generally involve large amounts, say 25 thousand US dollars.
Besides trade and investment, international licensing and franchising are sometimes taken as a means of entering a foreign market. In licensing, a firm leases the right to use its intellectual property to a firm in another country. Such intellectual property may be trademarks, brand names, patents, copyrights or technology. Firms choose licensing because they do not have to make cash payment to start business, and can simply receive income in the form of royalty. Besides, they can benefit from location advantages of foreign operation without any obligations in ownership or management. The use of licensing is particularly encouraged by high customs duty and non-tariff barriers on the part of the host country. However it is not advisable to use licensing in countries with weak intellectual property since the licensor may have difficulty in enhancing licensing agreement.
Franchising can be regarded as a special form of licensing. Under franchising, a firm, called the franchisee, is allowed to operate in the name of another, called the franchiser who provides the former with trademarks, brands names, logos, and operating techniques for royalty. In comparison with the relation between the licenser and the licensee, the franchiser has more control over and provides more support for the franchisee.
The franchiser can develop internationally and gain access to useful information about the local market with little risk and cost, and the franchisee can easily get into a business with established products or services. Franchising is fairly popular especially in hotel and restaurant business.
Other forms for participating in international business are management contract, contract manufacturing, and turnkey project.
Under a management contract, one company offers managerial or other specialized services to another within a particular period for a flat payment or a percentage of the relevant business volume. Sometimes bonuses based on profitability or sales growth are also specialized in management contracts. Government policies often have a lot to do with management contracts. When a government forbids foreign ownership in certain industries it considers to be of strategic importance but lacks the expertise for operation, management contracts may be a practical choice enabling a foreign company to operate in the industry without owning the assets.
By contract manufacturing, a firm can concentrate on their stronger part in the value chain, e.g. marketing, while contracting with foreign companies for the manufacture of their products. Such firms can reduce the amount of their resources devoted to manufacture and benefit from location advantage from production in host countries. However, loss of control over the production process may give rise to problems in respect of quality and time of delivery.
For an international turnkey project, a firm signs a contract with a foreign purchaser and undertakes all the designing, contracting and facility equipping before handling it over to the latter upon completion. Such projects are often large and complex and take a long period to complete. Payment for a turnkey project may be made at fixed total price or on a cost plus basis. The latter way of payment shifts the burden of possible additional cost over the original budget onto the purchaser.
BOT is a popular variant of the turnkey project where B stands for build, O for operate and T for transfer. For a BOT project, a firm operate a facility for a period of time after building it up before finally transferring it to a foreign company. Making profit from operating the project for a period is the major difference between BOT and the common turnkey project. Needless to say, the contractor has to bear the financial and other risks that may occur in the period of operation.
Specimen 1 Adoption of an IBRD Invitation for Bidding
Section I Invitation for Bids
1. ITC invites sealed bids from eligible bidders for the supply of equipment and instruments for The Effective Teaching Service Project.
2. The following Bidding Documents are enclosed:
I. Invitation for bids
II. Instructions to Bidders
III. Schedule of Requirements
IV. Technical Specifications
V. Terms and Conditions of Contract
VI. Contract Form
Attachments
1. Bid Form (including Summary Sheet for Bid Opening)
2A. Bid Schedule of Prices --- for Domestic and Previously Imported Goods
2B. Bid Schedule of Prices --- for Imported Goods
3. Brief Description of the Goods
4. Specification Deviation Form
5. Form for Bid Security
6. Form for Performance Security
7. Qualification Documents
8. Specimen of Letter of Credit Issued by the Buyer
3. Inquiries concerning this Invitation for Bids should be sent in writing or by cable/telex/fax to the following address:
Address: The Third Business Division of China International Tendering Company
Er Li Gou, Xi Jiao, Beijing, China
Telex: 22075 CTCTC CN
Cable: TECHTENDER BEIJING (abroad)
8907 (domestic)
Telephone: 8494020 or 8494039
Fax: 8316696
Post Code: 100044
3. Sealed bids complying with all requirements of these Bid Documents shall be delivered to the ITC before 1:00 p.m. (Beijing Time), on May, 8, 1995, and shall be opened at 2:00 p.m. (Beijing Time) on the same day in the presences of Bidder’s representatives who choose to attend the bid opening at Rm. 901, Negotiation Building, Er Li Gou, Xi Jiao, Beijing, China
Section II Instructions to Bidders
A. Introduction
1. SOURCE OF FUNDS
1.1 The Government of the People’s Republic of China (PRC) has received for a Credit from the International Development Association (hereinafter referred to as IDA), in various currencies equivalent to the amount in U.S. Dollars listed in No. 1 of the Cover Sheet towards the cost of the Project indicated in No. 1 of the Cover Sheet and intends to apply part of the proceeds of this Credit to eligible payments under the Contract(s) for which this Invitation for Bids is issued. Payment by the World Bank will be made only at the request of the PRC and upon approval by the World Bank in accordance with the terms and conditions of the Credit agreement and will be subject in all respects to the terms and conditions of the Credit agreement. No party other than the PRC shall derive any rights from the Credit Agreements or have any claims to the Credit Proceeds.
2. ELIGIBLE BIDDERS
2.1 This Invitation for Bid is open to all supplier from eligible source countries and areas as defined under the current World Bank Guidelines for Procurement.
3. ELIGIBLE GOODS AND SERVICES
3.1 All Goods and ancillary Services to be supplied under this Contract shall have their origin in countries and areas eligible under the current World Bank Guidelines for Procurement and all expenditures made under the Contract will be limited to such Goods and Services.
3.2 For purpose of this clause, “origin” means the place where the Goods were mined, grown or produced or from which the ancillary Services were supplied. Goods are produced when, through manufacturing, processing or substantial and major assembling of components, a commercially recognized product results that is substantially different in basic characteristics or in purpose or utility for its components.
4. COST OF BIDDING
4.1 The Bidder shall bear all costs associated with the preparation and submission of its bid, and the Buyer will in no case be responsible or liable for those costs, regardless of the conduct or outcome of the bidding process.
B. The Bidding Documents
5. BIDDING DOCUMENTS
5.1 The Goods required, bid procedures and contract terms are prescribed in the Bidding Documents. The Bidding Documents include:
I. Invitation for Bids
II. Instructions to Bidders
III. Schedule of Requirements
IV. Technical Specifications
V. Terms and Conditions of Contract
VI. Contract Form
Attachments:
1. Attachments
2. Bid Form (including Summary Sheet for Bid Opening)
2A. Bid Schedule of Prices --- for Domestic and Previously Imported Goods
2B. Bid Schedule of Prices --- for Imported Goods
3. Brief Description of the Goods
4. Specification Deviation Form
5. Form for Bid Security
6. Form for Performance Security
7. Qualification Documents
8. Specimen of Letter of Credit Issued by the Buyer
5.2 The Bidder is expected to examine carefully all instructions, forms, terms and specifications in the bidding Documents. Failure to furnish all information required by the Bidding Documents or submission of a bid not substantially responsive to the Bidding Documents in every aspect will be at the Bidder’s risk and may result in the rejection of its bid pursuant to sub-clause 24.3.
6. CLARIFICATION OF BIDDING DOCUMENTS
6.1 Any prospective Bidder requiring clarification of the Bidding Documents shall notify the Buyer 30 days before the deadline of submission of bids in writing or by telex/fax at the Buyer’s mailing address indicated in the Invitation for Bids. The Buyer will respond in writing to any request for clarification of the Bidding Documents which it receives no later than 30 days prior to the deadline for the submission of bids prescribed by the Buyer. Written copies of the Buyer’s response without identifying the source of the inquiry will be sent to all prospective Bidders who have purchased the Bidding documents.
7. AMENDMENT OF BIDDING DOCUMENTS
7.1 At any time prior to the deadline for submission of bids, the Buyer may, for any reason, whether at its own initiative or in response to a clarification requested by a prospective Bidder, modify the Bidding Documents by amendment.
7.2 The amendment will be notified in writing to all prospective Bidders which have purchased the Bidding Documents. Prospective Bidders shall promptly acknowledge receipt thereof by telex/fax to the Buyer.
7.3 In order to afford prospective Bidders reasonable time to take the amendment into account when preparing bids, the Buyer may, at its discretion, extend the deadline for the submission of bids in accordance with Clause 19.
C. Preparation of Bids
8. LANGUAGE OF BID
8.1 The bid prepared by the Bidder and all correspondence and documents relating to the bid exchanged by the Bidder and the Buyer will be written in English language, provided that any printed literature furnished by the Bidder may be written in another language so long as accompanied by an English translation of its pertinent passages, in which case for the purpose of interpretation of the bid, the English translation shall govern.
9. DOCUMENTS COMPRISING THE BID
9.1 The bid prepared by the Bidder shall comprise the following components
(1). A Bid Form (including a Summary Sheet for Bid Opening which will be submitted in a separate envelop), Bid Schedule of Prices completed in accordance with Clause 10, 11 and 12, and the Brief Description of the Goods from completed in accordance with the Attachment 3.
(2). Documentary evidence established in accordance with Clause 13 that the Bidder is eligible to bid and is qualified to perform the Contract if its bid is accepted.
(3). Documentary evidence established in accordance with Clause 14 that the Goods and ancillary Services to be supplied by the Bidder are eligible Goods and Services and conform to the Bidding Documents.
(4). Bid Security furnished in accordance with Clause 15.
10. BID FORM
10.1 The Bidder shall complete the Bid Form and the appropriate Bid Schedule of Prices furnished in the Bidding Documents, indicating the Goods offered, a brief description of the Goods, their source of origin, quality and prices.
10.2 For the purpose of granting a margin of domestic preference pursuant to Clause 26, the Buyer will classify the bid, when submitted, in one of three groups, as follows:
(1). Group A bids: bid offering Goods manufactured in the PRC for which the domestic value added in the manufacturing cost is not less than 20% of the ex-works price;
(2). Group B bids: bids offering Goods manufactured in PRC for which the domestic value added in the manufacturing cost is less than 20% of the Ex-works price, and for Goods of foreign origin already located in the PRC;
(3). Group C bids: bids offering Goods of foreign origin to be imported by the Buyer directly from a foreign supplier(s) or through the Seller’s local agent.
10.3 To facilitate this classification by the Buyer, the Bidder shall complete whichever version of the Bid Schedule of Prices furnished in the Bid Documents is appropriate, provided however that the completion of an incorrect version by the Bidder will not result in rejection of its bid but merely in the Buyer’s reclassification of the bid into its appropriate bid group.
11. BID PRICES
11.1 The bidder shall indicate on the appropriate Bid Schedule of Prices attached herewith the unit prices and total prices of the Goods it proposes to supply under the Contract. In case of any discrepancy between the unit prices and the total, the unit price shall prevail.
11.2 Prices indicated in the Bid Schedule should be entered separately in the following manner:
(1) For Group A bids: (As defined in Sub-clause 10.2 (1) above)
(a) The ex-works price of the Goods, including all customs duties, sales and other taxes already paid on the components and raw materials used in the manufacture or assembly of Goods (which duties and taxes shall not be entered separately but incorporated in the price of the Goods);
(b) Any sales and other taxes which will be payable on the Goods if this Contract is awarded;
(c) Domestic value added in the manufacturing cost, expressed as a percentage of the Ex-works price;
(d) The cost of spare parts, if specifically required by the Technical Specifications; and
(e) The cost of installation, calibration, testing, training or any other incidental Services specifically required by the Technical Specifications.
(2) For Group B bids: (as defined in Sub-clause 10.2 (2) above)
(a) The price of the Goods, quoted ex-works, ex-showroom, ex-warehouse or off-the-shelf, as applicable, including all customs duties and sales and other taxes already paid;
(i) on the components and raw materials used in the manufacture or assembly of Goods quoted ex-works;
(ii) on the previously imported Goods of foreign origin quoted ex-show-room, ex-warehouse or off-the-shelf (which duties and taxes shall not be entered separately but incorporated in the price of the Goods).
(b) Any PRC sales and other taxes which will be payable on the Goods if this Contract is awarded.
(c) The cost of spare parts, if specifically required by the Technical Specifications; and
(d) The cost of installation, calibration, testing, training or any other incidental Services specifically required by the Technical Specifications.
(3) For Group C bids: (as defined in Sub-clause 10.2 (3) above)
(a) The price of the Goods quoted CIF port of destination. In quoting the price, the Bidder shall be free to use ocean transportation through vessels registered in any eligible source country, or through shipping conferences in which the majority of the shipping lines are from such eligible sources. Similarly the Bidder may obtain insurance service from any eligible source country;
(b) The price of Goods quoted FOB port of shipment.
(c) The cost of spare parts, if specifically required by the Technical Specifications; and
(d) The cost of installation, calibration, testing, training or any other incidental Services specifically required by the Technical Specifications.
11.3 The Bidder’s separation of price components in accordance with paragraph 11.2 above will be solely for the purpose of facilitating the comparison of bids by the Buyer and will not in any way limit the Buyer’s right to contract on any of the above terms.
11.4 Unless otherwise specified herein, prices indicated by the Bidder on the Bid Schedule of Prices shall be fixed during the Bidder’s performance of the contract and not subject to variation on any account. Unless otherwise specified, a bid submitted with an adjustable price quotation will be rejected pursuant to clause 24.
12. BID CURRENCIES
12.1 Prices indicated on the Bid Form and Bid Schedule of Prices and Summary Sheet for Bid Opening, shall be quoted in the following currencies:
(1) U.S. Dollars or the currency of the Bidder’s home country;
(2) A Bidder expecting to incur a portion of its expenditure in the performance of the Contract in more than one currency, and wishing to be paid accordingly, shall so indicate in its bid. In such a case, either (a) the bid shall be expressed in different currencies and the respective amount in each currency together making up the total price, or (b) the total bid price shall be expressed in one currency and payments required in other currencies expressed as a percentage of the bid price along with the exchange rate used in such calculation.
13. DOCUMENTS ESTABLISHING BIDDER’S ELIGIBILITY AND QUALIFICATIONS
13.1 Pursuant to Clause 9, the Bidder shall submit as part of its bid, documents establishing the Bidder’s eligibility to bid and its qualifications to perform the Contract.
13.2 The documentary evidence of the Bidder’s eligibility to bid shall establish to the Buyer’s satisfaction that the Bidder at the time of submission of its bid, is from a country or area eligible under the current World Bank Guidelines for Procurement.
13.3 The documentary evidence of the Bidder’s qualifications to perform the Contract shall establish to the Buyer’s satisfaction:
(1) that, in the case of a Bidder offering to supply Goods under the Contract which the Bidder did not manufacture or otherwise produce, the Bidder has been duly authorized by the Goods manufacturer or producer to supply the Goods to or in the PRC;
(2) that, the Bidder or its principals have the financial, technical and production capability necessary to perform the contract; and
(3) that, in the case of a Bidder not doing business within the PRC, the Bidder (if successful) is or will be able to carry out its maintenance, repair and spare parts stocking obligations and/or any other technical support services, prescribed in the Terms and Conditions of the Contract and/or Technical Specifications.
13.4 The Bidder shall complete and submit the Qualification Documents separately with the bid.
14. DOCUMENTS ESTABLISHING GOODS’ ELIGIBILITY AND CONFORMITY TO BIDDING DOCUMENTS
14.1 Pursuant to Clause 9. the Bidder shall submit as part of its bid, documents establishing the eligibility and conformity to the Bidding Documents of all Goods and ancillary Services which the Bidder progress to supply under this Contract.
14.2 The documentary evidence of the Goods’ and Services’ eligibility shall establish to the Buyer’s satisfaction that they will have their origin in a country or area eligible under the current World Bank Guidelines for procurement. A certificate of origin issued at time of shipment will also be required to satisfy the requirements of this paragraph.
14.3 The documentary evidence of the Goods’ and Services’ conformity to the Bidding Documents may be in the form of literature, drawings and data, and shall furnish:
(a) A detailed description of the Goods’ essential technical and performance characteristics; and
(b) A list, giving full particulars including available sources and prices, of all spare parts, special tools, etc. necessary for the proper and continuing functioning of the Goods for a period as specified in Technical Specifications; and
(c) Specification Deviation Form (see Attachment 4).
14.4 For purposes of the commentary to be furnished pursuant to sub-clause 14.3 (c), the Bidder shall note that standards for workshop, materials and equipment and references to brand names or catalogue numbers designated by the Buyer in its Technical Specifications are intended to be descriptive only and not restrictive. The Bidder may substitute alternative standards, brand names and/or catalogue numbers in its bid, provided that it demonstrates to the Buyer’s satisfaction that the substitutions are substantially equivalent or superior to those designated in the Technical Specifications.
15. BID SECURITY
15.1 Pursuant to Clause 9, the Bidder shall furnish as part of its bid, a bid security in the amount as specified in No. 3 of the Cover Sheet in the currency of the bid.
15.2 The bid security is required to protect the Buyer against the risk of Bidder’s conduct which would warrant the security’s forfeiture pursuant to sub-clause 15.7.
15.3 The bid security shall be denominated in the currency of the bid and shall be in the following form:
Bank guarantee issued by (A) Bank of China, Beijing, or (B) any of its correspondent banks abroad through the Bank of China, or (C) any other Chinese or foreign bank operating in the PRC, or (D) any other foreign bank not included in (B) and (C) acceptable to the Buyer in advance of submitting the bid, in the form provided in the Bidding Documents (see Attachment 5) and valid for 30 days beyond the validity of the bid; or
15.4 Any bid not accompanied by an acceptable bid security in accordance with sub-clause 15.1 and 15.3, will be rejected by the Buyer as non-responsive pursuant to Clause 24.
15.5 An unsuccessful Bidder’s bid security will be discharged/returned without interest within 30 days after the expiration of the period of the bid validity prescribed by the Buyer pursuant to Clause 16, unless the validity has been extended.
15.6 The successful Bidder’s bid security will be discharged upon its executing of the contract pursuant to Clause 34 and furnishing of the required performance security pursuant to Clause 35.
15.7 The bid security may be forfeited:
(1) If a bidder withdraws its Bid during the period of bid validity specified by the Buyer in Sub-Clause 16.1; or
(2) In the case of a successful Bidder, if the Bidder fails:
(a) to sign the Contract Agreement in accordance with Clause 34; or
(b) to furnish performance security in accordance with Clause 35.
16. PERIOD OF VALIDITY OF BIDS
16.1 Bids shall remain valid from the date of bid opening prescribed by the Buyer pursuant to Clause 22 for the Bid validity period, in calendar days, listed in No. 6 of the Cover Sheet.
16.2 In exceptional circumstances, prior to the expiry of the original Bid validity period, the Buyer may request the Bidder’s consent to an extension of the period of the validity. The request and the response thereto shall be made in writing (or by cable/letter/telex/facsimile). A Bidder may refuse the request without forfeiting its bid security. A Bidder agreeing to the request will not be required nor permitted to modify its bid, but will be required to extend the validity of its Bid Security correspondingly. The provisions of Clause 15 regarding discharge and forfeiting of Bid Security shall continue to apply during the extended period of Bid Validity.
17. FORMAT OF BID
17.1 The Bidder shall prepare one original and the number of copies listed in No. 4 of the Cover Sheet of the bid clearly marking each “Original” and “Copy” of bid, as appropriate. In the event of any discrepancy between them, the original shall govern.
17.2 The original and all copies of the bid shall be typed and shall be signed by the Bidder or a person or persons duly authorized to bind the Bidder to the Contract. The latter authorization shall be indicated by written power-of-attorney accompanying the bid. All pages of the bid, except for unnamed printed literature, shall be initialed by the person or persons signing the bid.
17.3 The bid shall contain no interlineations, erasures or overwriting except as necessary to correct errors made by the Bidder, in which case such corrections shall be initialed by the person or persons signing the Bid.
17.4 Telegraphic bids shall not be accepted.
D. SUBMISSION OF BIDS
18. SEALING AND MARKING OF BIDS
18.1 The Bidders shall seal the original and all required copies of the bid in an inner and an outer envelop, duly marking the envelops as“Original”and“Copy”as appropriate.
18.2 The inner and outer envelop shall:
(1) be addressed to the Buyer at the address as indicated in No. 5 of the Cover Sheet.
(2) bear the project name, the Invitation for Bids (IFB) number, Original or Copy and the word “DO NOT OPEN BEFORE”followed by the time and date for bid opening stated in the Invitation for Bids.
(3) the inner envelop shall indicate the name and address of the Bidder to enable the bid to be returned unopened in case it is received “late”.
18.3 If the outer envelop is not sealed and marked as required by Sub-Clause 18.2, the Buyer will assume no responsibility for the bid’s misplacement or premature opening.
18.4 Bidders shall also submit a specially sealed envelop marked “Summary Sheet for Bid Opening”enclosing a completed form containing all the information requested on page 3 of attachment 1 to the Bid form and the original bid security. This envelop shall be considered an integral part of the bid and shall also be delivered to the Buyer before the deadline for submission of bids.
19. DEADLINE FOR SUBMISSION OF BIDS
19.1 Subject to Clause 20. all the bids must be received by the Buyer no later than the time as mentioned in the Invitation for Bids. The bid may be forwarded by mail or delivered in person.
19.2 The Buyer may at its discretion extend this deadline for the submission of bids, by amending the Bidding Documents in accordance with Clause 7, in which case all rights and obligations of the Buyer and Bidders previously subject to the deadline will thereafter be subject to the new deadline as extended.
20. LATE BIDS
20.1 Any bid received by the Buyer after the deadline of submission of bids prescribed by the Buyer pursuant to Clause 19 will be rejected.
21. MODIFICATION AND WITHDRAWAL OF BIDS
21.1 The Bidders may modify or withdraw its bid after the bid submission, provided that written notice of the modification or withdrawal is received by the Buyer prior to the deadline for submission of bids.
21.2 The Bidder’s modification or withdrawal notice shall be prepared, sealed, marked and dispatched in accordance with the provisions of Clause 17 and 18.
21.3 Subject to Clause 27, no bid may be modified subsequent to the deadline for submission of bids.
21.4 No bid may be withdrawn in the interval between the deadline for submission of bids and the expiration of the period of bid validity specified in Clause 16. Withdrawal of a bid during this interval shall result in the forfeiting by the Buyer of the Bidder’s bid security pursuant to Sub-Clause 15. 7(1).
E. BID OPENING
22. OPENING BIDS BY THE BUYER
22.1 The Buyer will open the bids, in the presence of Bidders’ representatives who choose to attend, in the place and at the time as indicated in No. 7 of the Cover Sheet. The Bidder’s representatives who are present shall sign a register evidencing their attendance.
22.2 The information contained in the original Summary Sheet for Bid Opening form, any modifications to that form, bid withdrawals, the presence or absence or the requisite bid security and such other details as the Buyer, at its discretion, may consider appropriate will be announced at the bid opening. If there is any discrepancy between the information contained in the Summary Sheet and other parts of the bid itself, the information in the Summary Sheet shall prevail. Bids for which an acceptable notice of withdrawal has been received pursuant to Clause 21 will not be opened.
F. EXAMINATION, EVALUATION AND COMPARISON OF BIDS
23. CONVERSION TO SINGLE CURRENCY
23.1 To facilitate evaluation and comparison, the Buyer will convert all bid prices in the amounts in various currencies in which bid price is payable, to U.S. Dollars at the selling exchange rate published by Bank of China for similar transactions on the date of decision to award. The bids may be initially converted to U.S. Dollars at the exchange rates on the date of the bid opening to establish initial ranking of Bidders. However, if there is a change in the value of the currencies prior to the decisions on award, the bid prices will be re-evaluated at the exchange rates on the date of decision to award. If the decision is taken beyond the original date of expiry of bid validity, the exchange rates on the date of expiry of the initial validity of bids, as specified in Clause 16, will be used.
24. PRELIMINARY EXAMINATION AND DETERMINATION OF BIDS’ SUBSTANTIAL RESPONSIVENESS
24.1 After opening the bids, the Buyer will examine whether the bids are complete, whether required securities have been furnished, whether the documents have been properly signed, whether the bids are generally in order and whether any computation errors have been made. In case of any discrepancy between the unit price and total price, the unit price shall prevail; the total price shall be corrected. If the Bidder does not accept the correction of the error, its bid will be rejected. If there is a discrepancy between words and figures, the amount in words shall prevail.
24.2 Prior to the detailed evaluation of bids, pursuant to Clause 25, the Buyer will determine whether each bid is substantially responsive to the requirements of the Bidding Documents.
24.3 For purpose of this clause, a substantially responsive bid is one which conforms to all the terms, conditions and specifications of the Bidding Documents without material deviation or reservation. A material deviation or reservation is one which would affect in any substantial way the scope, quality or performance of the contract, or which limits in any substantial way, inconsistent with the Bidding Documents, the Buyer’s rights or the successful Bidder’s obligations under the Contract, and the rectification of which deviation or reservation would affect unfairly the competitive position of other Bidders presenting substantially responsive bids.
24.4 The Buyer’s determination of a bid’s responsiveness will be based on the content of the bid itself without recourse to extrinsic evidence.
24.5 A bid determined not substantially responsive will be reject by the Buyer and may not substantially be made responsive by the Bidder having corrected or withdrawn the non-conforming deviation or reservation.
24.6 The Buyer may waive any minor informality or nonconformity or irregularity in a bid which does not constitute a material deviation.
25. EVALUATION AND COMPARISON OF BIDS
25.1 The Buyer will evaluate and compare the bids previously determined to be substantially responsive pursuant to Clause 24.
25.2 The Buyer’s evaluation of a bid will exclude and not take into account:
(1) in the case of Goods of foreign origin to be imported by the Buyer into the PRC, customs duties and import taxes which will be payable on the Goods if the contract is awarded.
(2) In the case of Goods manufactured in the People’s Republic of China or Goods of foreign origin already located in the People’s Republic of China sales and other similar taxes which will be payable on the Goods if the contract is awarded to the Bidder.
25.3 The comparison shall be of the ex-works, ex-warehouse, off-the-shelf price of the Goo,ds offered from within the PRC, such prices to include all costs as well as duties and taxes paid or payable on components and raw materials incorporated or to be incorporated in the Goods and the CIF port of destination price of the Goods offered from outside of the PRC.
25.4 If specific procedures have been provided for that purpose in the Technical Specifications, the Buyer’s evaluation of a bid may also be taken into account, in addition to the bid price and the price of services, the following factors:
(a) Cost of inland transportation, insurance and other costs within the PRC incidental to delivery of the Goods to their final destination;
(b) Delivery schedule offered in the bid;
(c) Deviation in the Terms and Conditions of the Contract from that specified in the Bidding Documents;
(d) The cost of components, spare parts and Services;
(e) The availability in the PRC of spare parts and aftersales services for the Goods offered in the bid;
(f) The performance and productivity of the Goods offered;
(g) The quality and adaptability of the Goods offered;
(h) Any other factors listed in line No. 8 of the Cover Sheet for Instructions to Bidders.
26. DOMESTIC PREFERENCE
26.1 In the comparison of evaluated bids, the Buyer will grant a margin of preference to Goods manufactured in the PRC in accordance with following procedures provided the Bidder shall have established to the satisfaction of the Buyer and the World Bank that the manufacturing cost of such Goods include a domestic value added equal to at least 20 percent of the ex-works bid price of such Goods.
26.2 The Buyer will first review the bids to confirm the appropriateness of, and to modify as necessary, the bid group classification to which Bidders assigned their bids in preparing their Bid Schedules of Prices pursuant to Clause 10.
26.3 All evaluated bids in each group will then be compared among themselves, to determine the lowest evaluated bid of each group. The lowest evaluated bids of each group will next be compared with the lowest evaluated bids of the other groups. If this comparison results in a bid from Group A or B being the lowest, it will be selected for the award of the Contract. If as a result of the preceding comparison, the lowest bid is from Group C, all Group C bids will then be further compared with the lowest evaluated bid from Group A after adding to the evaluated bid price of the Goods offered in each Group C bid, for the purpose of this further comparison only, an amount equal to the lesser of:
(1) The amount of customs duties and other import taxes which a non-exempt importer would have to pay for the importation of the Goods offered in each Group C bid; or
(2) 15% of the CIF bid price of such Goods;
If the Group A bid in the further comparison is the lowest, it will be selected for award. If not, the lowest evaluated bid from Group C, as determined from the comparison under Sub-Clause 26.3 above, will be selected for award.
27. CLARIFICATION OF BIDS
27.1 To assist in the examination, evaluation and comparison of bids pursuant to Clauses 24, 25 and 26, the Buyer may ask the Bidder for clarification of its bid. The request for clarification and the response shall be in writing and no change in the price or substance of the bid shall be sought or offered.
28. PROCESS TO BE CONFIDENTIAL
28.1 After the public opening of bids, information relating to the examination, clarification, evaluation and comparison of bids and recommendations concerning the award of Contract shall not be disclosed to Bidders or other persons not officially concerned with such process until the award of the Contract to the successful Bidder has been announced.
28.2 Subject to Clause 27, no Bidder shall contact the Buyer on any matter relating to its bid, from the time of the bid opening to the time the Contract is awarded.
28.3 Any effort by the Bidder to influence the Buyer in its bid evaluation, bid comparison or Contract award decision may result in the rejection of the Bidder’s bid.
G. AWARD OF CONTRACT
29. POSTQUALIFICATION
29.1 In the absence of requalification, the Buyer will determine to its satisfaction whether the Bidder selected as having submitted the lowest evaluated responsive bid is qualified to satisfactorily perform the Contract.
29.2 The determination will take into account the Bidder’s financial, technical and production capabilities. It will be based upon an examination of the documentary evidence of the Bidder’s qualifications submitted by the Bidder pursuant to Clause 13, as well as such other information as the Buyer deems necessary and appropriate.
29.3 If it is determined that the Bidder is not qualified to perform the contract, its bid will be rejected, in which event, the Buyer will proceed to the next lowest evaluated bid to make a similar determination of that Bidder’s capabilities to perform satisfactorily.
30. AWARD CRITERIA
30.1 Subject to Clause 32, the Buyer will award the Contract to the successful Bidder whose bid has been determined to be substantially responsive and has been determined as the lowest evaluated bid provided that the successful Bidder is determined by the Buyer pursuant to Clause 29, to be qualified to satisfactorily perform the Contract.
31. RIGHT TO VARY QUANTITIES AT THE TIME OF AWARD
31.1 The Buyer reserves the right at time of award of Contract to increase or decrease the quantity of Goods and Services specified in the Schedule of Requirements to the extent indicated in line No. 9 of the Cover Sheet for Instructions to bidders.
32. RIGHT TO ACCEPT ANY BID AND TO REJECT ANY OR ALL BIDS
32.1 Notwithstanding Clause 30，the Buyer reserves the right to accept or reject any bid, and to annul the bidding process and reject all bid, at any time prior to award of contract, without thereby incurring any liability to the affected Bidder or Bidders or any obligation to inform the affected Bidder or Bidders of the grounds for the Buyer’s action.
33. NOTIFICATION OF AWARD
33.1 Before the expiry of the validity of the bids, the Buyer will notify the successful Bidder in writing by registered letter or by cable /telex /fax, that its bid has been accepted.
33.2 Upon the successful Bidder’s furnishing the performance security pursuant to Clause 35, the Buyer will promptly notify the unsuccessful Bidders that their bids have been rejected and will discharge their bid security pursuant to Clause 15.
33.3 The notification of award to the successful Bidder will constitute the formation of the Contract.
34. SIGNING OF CONTRACT/ CONTRACT FORM
34.1 At the same time that the Buyer notifies the successful Bidder that its bid has been accepted, the Buyer will send to the Bidder the Contract Form provided in the Bidding Documents, incorporating all agreements between the parties (hereinafter called “the Contractor”).
34.2 Within 30 days of receipt of the notification of award and the Contract Form, if signature in PRC is required by line No. 9 of the Cover Sheet, the Bidder shall send its authorized representatives to PRC who shall sign the Contract with the Buyer. If not, within 30 days of the successful Bidder’s receipt of the Contract Form, it shall sign and date the Contract and return it to the Buyer by courier.
35. PERFORMANCE SECURITY
35.1 Within 30 days of signing the Contract the successful Bidder shall furnish the performance security in accordance with the Terms and Conditions of Contract, in the form attached to the Bidding Documents (Attachment 6).
35.2 Failure of the successful Bidder to comply with the requirements of Sub-Clause 35.1 above or Clause 34 shall constitute sufficient grounds for the annulment of the award and forfeiture of the bid security.
12.4 国际贸易惯例Highlights of Conventions in International Business
A．国际贸易惯例概述
国际贸易惯例是指在国际贸易长期实践中逐渐形成的一些通用的习惯做法合同则。其法律效力是以一些特定的条件实现的，如缔约国的承认、相关合同、协议和正其他文件的同意接受等。
国际贸易惯例大体可分为三类：国际共同认可的惯例，包括政府间签订的公约、协定、议定书等( 如《保护工业产权巴黎工业规定》)，国际团体议定的一些规定、条例等( 通常被认为是真正的国际惯例)( 如国际商会的《国际贸易条件解释通则》)，和先由一国政府和组织颁布，后列入多方签订的合同中的一承认的一些规定( 如《伦敦保险协会货物保险条款》)。第二类是不同国家或地区共同认可的惯例，或称区域性惯例；第三类是行业惯例，长期流行于某些行业中，为特定的行业特定的交易人所熟知的惯例( 如：纺织品一经剪开即不予考虑赔偿，伦敦、利物浦、马赛、汉堡、阿姆斯特丹等港口长期形成的各自的港口码头惯例等)。有代表性的国际贸易惯例主要有：
1． 合同方面：《联合国国际货物销售合同公约》
2． 价格术语方面《国际贸易条件解释通则》
3． 支付方面《跟单信用证统一惯例》和《托收统一规则》
4． 运输方面：《统一提单的若干法律规则的国际公约》，《联合国1978年海上货物运输公约》，《国际铁路货物运输协定》，《统一国际航空运输某些规则公约》和《联合运输单证统一规则》等
5． 保险方面：《伦敦保险学会货物保险条款》和《约克——安特卫普规则》
6． 知识产权方面：《保护工业产权巴黎公约》，《商标国际注册马德里规定》和《保护文学艺术作品伯尔尼公约》等
7． 仲裁方面：《联合国国医贸易法委员会仲裁规则》和《承认和执行外国仲裁裁决的公约》
B．部分国际惯例简介
1．《联合国国际货物销售合同公约》是关于国际货物买卖的一项十分重要的国际公约，其目的是统一国际货物买卖的法律，为国际货物买卖创造更好的法律环境。1964年由比利时、联邦德国等8国在海牙会议上通过初稿。经1980年在维也纳由包括中国在内的26个国家正式通过，并定名为“United Nations Convention on Contracts for the International Sale of Goods”(即现在的中文名)，1988年1月1日生效。后增至32国参加缔约。共分四部分：1)适用范围和总则，2)合同的订立，3)货物买卖，4)最后条款，共101条。对《公约》的接收我国有所保留。即，不同意扩大其适用范围，仅同意其适用于缔约国的当事人之间签定的买卖合同；仅承认书面形式的合同或修改或终止。。
2．《跟单信用证统一惯例》1930年由国际商会制订初稿，主要是由于日益频繁的经济危机导致市场不景气，各国银行根据自身利益自行规定办事，纠纷日益上升，且无法调解。后经多次修订，形成了现在最新的UCP528(Uniform Customs and Practice for Commercial Documentary Credits),每次修订后的版本的命名是以国际商会出版物的序号而定的简称。其内容包括6大项：A总则和定义B 信用证的形式和通知C 义务和责任 D单据 E其他规定 F 转让。
该《惯例》适用于一切跟单信用证病包括在其适用范围内的备用信用证，除非另有规定，对各方均有约束力。在每个信用证中须以文字表明该信用证系根据UCP528(或UCP其他版本)开立。信用证指开证行依照开证人的要求和指示，凭规定的单据，在符合信用证条款的条件下向第三人( 受益人)或其指定的人进行付款或政府或称对受益人所开立的汇票或授权另一银行进行该项付款，或支付承兑或议付该项汇票的保证文件。简而言之，信用证是一种银行开立的有条件的承诺付款的书面文件，它是开证行根据进口人的请求和指示，向出口人开立的一定金额的、并在一定期限内凭规定的单据承诺付款的书面文件。开证人( 申请人)指向银行申请开立信用证的人，一般为进口人；开证行指受开证人委托开立信用证的银行，承担保证付款的责任；通知银行指收开证行委托将信用证转交出口人的银行，只证明信用证的真实性，并不承担其他义务。受益人是信用证上所指定的有权使用该证的人，一般为出口人。议付行是承接出口商交来的单据将票款付给出口商的银行，通常为出口商所在地银行。付款银行是指信用证上指定的付款银行，一般就是开证行，也可以是开证行委托的另一银行( 代付行)。信用证是一种银行信用，开证行对受益人承担独立的责任；信用证是一种自足的文件，不受其他契约的约束；信用证所处理的是单据而不是与单据有关的货物、服务或其他行为，银行只根据表面上符合信用证条款的单据付款；信用证从不同的角度分为不同种类，但除非另有规定，信用证被视为不可撤销的。
3.《统一提单的若干法律规则的国际公约》(International Conventions for Unification of Certain Rules of Law Relating to Bill of Lading)简称《海牙规则》(Hague Rules)，和《联合国1978年海上货物运输公约》(UN Convention on the Carriage of Goods By Sea, 1978)( 简称《汉堡规则》(Hamburg Rules)共同为国际贸易运输中最重要的国际惯例。19世纪末也空前繁荣的航运业加上英国为代表的立法上的“契约自由原则”为船方提供了规定各种免责条款的有利条件，货主方的利益根本没有保障，1921年国际法协会在海牙制定《海牙规则草案》对承运人的责任加以规定，保障货主的权益。具体为7个方面16条：货物的范围、船方责任期限( 自货物装上船到卸下船位置的一段期间——钩至钩原则)、承运人的职责( 紧身装载、搬运、配载、运送、保管、照料和卸载所运的货物)、17种免责事项、承运人赔偿限额为每件或没计费单位100英镑、收货人最迟在卸货港收到货物前或当时将货物的灭失和损害情况通知承运人，否则不接受索赔、承运人在发货人的要求下应给出提单。但《海牙规则》有很多偏袒承运人的条款，亟待修改，粘合过国际贸易法委员会经多次讨论和修改于1976年起草，1978年汉堡78个国家参加的全权代表大会上通过了《汉堡规则》，共7个部分34条。1)将“活动物”和“甲板货”包括在“货物”内。2)承运人的责任期限由钩至钩改为港至港；3)承运人的责任包括延迟交货；4)承运人的赔偿责任的限额提高；5)收货人告知货物灭失或损坏的时间延长；6)提出诉讼的时限由《海牙规则》的1年延长为2年；7)托运人的责任有明确规定。
4.《国际铁路货物运送公约》( International Convention Concerning the Transport of Goods by Rail 即《伯尔尼货运公约》(1890年瑞士首都伯尔尼制定)；《国际铁路货物联运协定》( Agreement on International Railroad Through Transport of Goods)《国际货协》( 1951年)
5.《统一国际航空运输某些规则的公约》( Convention for the Unification of Certain Rules Relating International Carriage by Air)(简称《华沙公约)，1929年制定，1955年修改为《海牙议定书》即“修改1929年10月12日在华沙签定的统一国际航空运输某些规则的公约的议定书”( Protocol to Amend Convention for the Unification of Certain Rules Relating to International Carriage by Air Signed at Warsaw on 12 October, 1929)，1961年和1964年分别作补充修订。
6. 《联合运输单证统一规则》( Uniform Rules for a Combined Transport Documents,1973年国际商会制订，1975年修)《联合国国际货物多式联运公约》( United Nations Convention on International Multimodal Transport of Goods, 1980年联合国在日内瓦会议通过。
C. Specimens of international conventions for trade
Specimen 1 UCP600《跟单信用证统一惯例( UCP600)》
Article 1 Application of UCP
第一条 统一惯例的适用范围
The Uniform Customs and Practice for Documentary Credits, 2007 Revision, ICC Publication no. 600 (“UCP”) are rules that apply to any documentary credit (“credit”) (including, to the extent to which they may be applicable, any standby letter of credit) when the text of the credit expressly indicates that it is subject to these rules. They are binding on all parties thereto unless expressly modified or excluded by the credit.
跟单信用证统一惯例，2007年修订本，国际商会第600号出版物，适用于所有在正文中标明按本惯例办理的跟单信用证( 包括本惯例适用范围内的备用信用证)。除非信用证中另有规定，本惯例对一切有关当事人均具有约束力。
Article 2 Definitions
第二条 定义
For the purpose of these rules:
就本惯例而言：
Advising bank means the bank that advises the credit at the request of the issuing bank.
通知行意指应开证行要求通知信用证的银行。
Applicant means the party on whose request the credit is issued.
申请人意指发出开立信用证申请的一方。
Banking day means a day on which a bank is regularly open at the place at which an act subject to these rules is to be performed.
银行日意指银行在其营业地正常营业，按照本惯例行事的行为得以在银行履行的日子。
Beneficiary means the party in whose favor a credit is issued.
受益人意指信用证中受益的一方。
Complying presentation means a presentation that is in accordance with the terms and conditions of the credit, the applicable provisions of these rules and international standard banking practice.
相符提示意指与信用证中的条款及条件、本惯例中所适用的规定及国际标准银行实务相一致的提示。
Confirmation means a definite undertaking of the confirming bank, in addition to that of the issuing bank, to honor or negotiate a complying presentation.
保兑意指保兑行在开证行之外对于相符提示做出兑付或议付的确定承诺。
Confirming bank means the bank that adds its confirmation to a credit upon the issuing bank’s authorization or request.
保兑行意指应开证行的授权或请求对信用证加具保兑的银行。
Credit means any arrangement, however named or described, that is irrevocable and thereby constitutes a definite undertaking of the issuing bank to honor a complying presentation.
信用证意指一项约定，无论其如何命名或描述，该约定不可撤销并因此构成开证行对于相符提示予以兑付的确定承诺。
Honor means:
a. to pay at sight if the credit is available by sight payment.
b. to incur a deferred payment undertaking and pay at maturity if the credit is available by deferred payment.
c. to accept a bill of exchange (“draft”) drawn by the beneficiary and pay at maturity if the credit is available by acceptance.
兑付意指：
a. 对于即期付款信用证即期付款。
b. 对于延期付款信用证发出延期付款承诺并到期付款。
c. 对于承兑信用证承兑由受益人出具的汇票并到期付款。
Issuing bank means the bank that issues a credit at the request of an applicant or on its own behalf.
开证行意指应申请人要求或代表其自身开立信用证的银行。
Negotiation means the purchase by the nominated bank of drafts (drawn on a bank other than the nominated bank) and/or documents under a complying presentation, by advancing or agreeing to advance funds to the beneficiary on or before the banking day on which reimbursement is due to(to be paid the nominated bank.
议付意指被指定银行在其应获得偿付的银行日或在此之前，通过向受益人预付或者同意向受益人预付款项的方式购买相符提示项下的汇票( 汇票付款人为被指定银行以外的银行)及/或单据。
Nominated bank means the bank with which the credit is available or any bank in the case of a credit available with any bank.
被指定银行意指有权使用信用证的银行，对于可供任何银行使用的信用证而言，任何银行均为被指定银行。
Presentation means either the delivery of documents under a credit to the issuing bank or nominated bank or the documents so delivered.
提示意指信用证项下单据被提交至开证行或被指定银行，抑或按此方式提交的单据。
Presenter means a beneficiary, bank or other party that makes a presentation.
提示人意指做出提示的受益人、银行或其他一方。
Article 3 Interpretations
第三条 释义
For the purpose of these rules:
就本惯例而言：
Where applicable, words in the singular include the plural and in the plural include the singular.
在适用的条款中，词汇的单复数同义。
A credit is irrevocable even if there is no indication to that effect.
信用证是不可撤销的，即使信用证中对此未作指示也是如此。
A document may be signed by handwriting, facsimile signature, perforated signature, stamp, symbol or any other mechanical or electronic method of authentication.
单据可以通过手签、签样印制、穿孔签字、盖章、符号表示的方式签署，也可以通过其它任何机械或电子证实的方法签署。
A requirement for a document to be legalized, visaed, certified or similar will be satisfied by any signature, mark, stamp or label on the document which appears to satisfy that requirement.
当信用证含有要求使单据合法、签证、证实或对单据有类似要求的条件时，这些条件可由在单据上签字、标注、盖章或标签来满足，只要单据表面已满足上述条件即可。
Branches of a bank in different countries are considered to be separate banks.
一家银行在不同国家设立的分支机构均视为另一家银行。
Terms such as "first class", "well known", "qualified", "independent", "official", "competent" or "local" used to describe the issuer of a document allow any issuer except the beneficiary to issue that document.
诸如"第一流"、"著名"、"合格"、"独立"、"正式"、"有资格"、"当地"等用语用于描述单据出单人的身份时，单据的出单人可以是除受益人以外的任何人 。
Unless required to be used in a document, words such as "prompt", "immediately" or "as soon as possible" will be disregarded.
除非确需在单据中使用，银行对诸如"迅速"、"立即"、"尽快"之类词语将不予置理。
The expression "on or about" or similar will be interpreted as a stipulation that an event is to occur during a period of five calendar days before until five calendar days after the specified date, both start and end dates included.
"于或约于"或类似措辞将被理解为一项约定，按此约定，某项事件将在所述日期前后各五天内发生，起迄日均包括在内。
The words "to", "until", "till", “from” and “between” when used to determine a period of shipment include the date or dates mentioned, and the words “before” and "after" exclude the date mentioned.
词语"×月×日止"( to)、"至×月×日"( until)、"直至×月×日"(till) 、"从×月×日"(from) 及“在X月X日至X月X日之间”(between) 用于确定装运期限时，包括所述日期。词语“X月X日之前”(before) 及“X月X日之后”(after) 不包括所述日期。
The words “from” and "after" when used to determine a maturity date exclude the date mentioned.
词语“从X月X日”( from)以及“X月X日之后”(after) 用于确定到期日时不包括所述日期。
The terms "first half" and "second half" of a month shall be construed respectively as the 1st to the 15th and the 16th to the last day of the month, all dates inclusive.
术语"上半月"和"下半月"应分别理解为自每月"1日至15日"和"16日至月末最后一天"，包括起迄日期。
The terms "beginning", "middle" and "end" of a month shall be construed respectively as the 1st to the 10th, the 11th to the 20th and the 21st to the last day of the month, all dates inclusive.
术语"月初"、"月中"和"月末"应分别理解为每月1日至10日、11日至20日和21日至月末最后一天，包括起迄日期。
Article 4 Credits v. Contracts
第四条 信用证与合同
a. A credit by its nature is a separate transaction from the sale or other contract on which it may be based. Banks are in no way concerned with or bound by such contract, even if any reference whatsoever to it is included in the credit. Consequently, the undertaking of a bank to honor, to negotiate or to fulfill any other obligation under the credit is not subject to claims or defences by the applicant resulting from its relationships with the issuing bank or the beneficiary.
A beneficiary can in no case avail itself of the contractual relationships existing between banks or between the applicant and the issuing bank.
a. 就性质而言，信用证与可能作为其依据的销售合同或其它合同，是相互独立的交易。即使信用证中提及该合同，银行亦与该合同完全无关，且不受其约束。因此，一家银行作出兑付、议付或履行信用证项下其它义务的承诺，并不受申请人与开证行之间或与受益人之间在已有关系下产生的索偿或抗辩的制约。
受益人在任何情况下，不得利用银行之间或申请人与开证行之间的契约关系。
b. An issuing bank should discourage any attempt by the applicant to include, as an integral part of the credit, copies of the underlying contract, proforma invoice and the like.
b. 开证行应劝阻申请人将基础合同、形式发票或其它类似文件的副本作为信用证整体组成部分的作法。
Article 5 Documents v. Goods, Services or Performance
第五条 单据与货物／服务／行为
Banks deal with documents and not with goods, services or performance to which the documents may relate.
银行处理的是单据，而不是单据所涉及的货物、服务或其它行为。
Article 6 Availability, Expiry Date and Place for Presentation
第六条 有效性、有效期限及提示地点
a. A credit must state the bank with which it is available or whether it is available with any bank. A credit available with a nominated bank is also available with the issuing bank.
a. 信用证必须规定可以有效使用信用证的银行，或者信用证是否对任何银行均为有效。对于被指定银行有效的信用证同样也对开证行有效。
b. A credit must state whether it is available by sight payment, deferred payment, acceptance or negotiation.
b. 信用证必须规定它是否适用于即期付款、延期付款、承兑抑或议付。
c. A credit must not be issued available by a draft drawn on the applicant.
c.不得开立包含有以申请人为汇票付款人条款的信用证。
d. i. A credit must state an expiry date for presentation. An expiry date stated for honor or negotiation will be deemed to be an expiry date for presentation.
d. i 信用证必须规定提示单据的有效期限。规定的用于兑付或者议付的有效期限将被认为是提示单据的有效期限。
ii. The place of the bank with which the credit is available is the place for presentation. The place for presentation under a credit available with any bank is that of any bank. A place for presentation other than that of the issuing bank is in addition to the place of the issuing bank.
ii. 可以有效使用信用证的银行所在的地点是提示单据的地点。对任何银行均为有效的信用证项下单据提示的地点是任何银行所在的地点。不同于开证行地点的提示单据的地点是开证行地点之外提交单据的地点。
e. Except as provided in sub-article 29 (a), a presentation by or on behalf of the beneficiary must be made on or before the expiry date.
e. 除非如29 (a) 中规定，由受益人或代表受益人提示的单据必须在到期日当日或在此之前提交。
Article 7 Issuing Bank Undertaking
第七条 开证行的承诺
a. Provided that the stipulated documents are presented to the nominated bank or to the issuing bank and that they constitute a complying presentation, the issuing bank must honor if the credit is available by:
倘若规定的单据被提交至被指定银行或开证行并构成相符提示，开证行必须按下述信用证所适用的情形予以兑付：
i. sight payment, deferred payment or acceptance with the issuing bank;
i. 由开证行即期付款、延期付款或者承兑；
ii. sight payment with a nominated bank and that nominated bank does not pay;
ii. 由被指定银行即期付款而该被指定银行未予付款；
iii. deferred payment with a nominated bank and that nominated bank does not incur its deferred payment undertaking or, having incurred its deferred payment undertaking, does not pay at maturity;
iii. 由被指定银行延期付款而该被指定银行未承担其延期付款承诺，或者虽已承担延期付款承诺但到期未予付款；
iv. acceptance with a nominated bank and that nominated bank does not accept a draft drawn on it or, having accepted a draft drawn on it, does not pay at maturity;
iv. 由被指定银行承兑而该被指定银行未予承兑以其为付款人的汇票，或者虽已承兑以其为付款人的汇票但到期未予付款；
v. negotiation with a nominated bank and that nominated bank does not negotiate.
v. 由被指定银行议付而该被指定银行未予议付。
b. An issuing bank is irrevocably bound to honor as of the time it issues the credit.
b. 自信用证开立之时起，开证行即不可撤销地受到兑付责任的约束。
c. An issuing bank undertakes to reimburse a nominated bank that has honored or negotiated a complying presentation and forwarded the documents to the issuing bank. Reimbursement for the amount of a complying presentation under a credit available by acceptance or deferred payment is due at maturity, whether or not the nominated bank prepaid or purchased before maturity. An issuing bank's undertaking to reimburse a nominated bank is independent of the issuing bank’s undertaking to the beneficiary.
c. 开证行保证向对于相符提示已经予以兑付或者议付并将单据寄往开证行的被指定银行进行偿付。无论被指定银行是否于到期日前已经对相符提示予以预付或者购买， 对于承兑或延期付款信用证项下相符提示的金额的偿付于到期日进行。开证行偿付被指定银行的承诺独立于开证行对于受益人的承诺。
Article 8 Confirming Bank Undertaking
第八条 保兑行的承诺
a. Provided that the stipulated documents are presented to the confirming bank or to any other nominated bank and that they constitute a complying presentation, the confirming bank must:
a. 倘若规定的单据被提交至保兑行或者任何其他被指定银行并构成相符提示，保兑行必须：
i. honor, if the credit is available by：
i. 兑付，如果信用证适用于：
a. sight payment, deferred payment or acceptance with the confirming bank;
a. 由保兑行即期付款、延期付款或者承兑；
b. sight payment with another nominated bank and that nominated bank does not pay;
b. 由另一家被指定银行即期付款而该被指定银行未予付款；
c. deferred payment with another nominated bank and that nominated bank does not incur its deferred payment undertaking or, having incurred its deferred payment undertaking, does not pay at maturity;
c. 由另一家被指定银行延期付款而该被指定银行未承担其延期付款承诺，或者虽已承担延期付款承诺但到期未予付款；
d. acceptance with another nominated bank and that nominated bank does not accept a draft drawn on it or, having accepted a draft drawn on it, does not pay at maturity;
d. 由另一家被指定银行承兑而该被指定银行未予承兑以其为付款人的汇票，或者虽已承兑以其为付款人的汇票但到期未予付款；
e. negotiation with another nominated bank and that nominated bank does not negotiate.
e. 由另一家被指定银行议付而该被指定银行未予议付。
ii. negotiate, without recourse无追索权, if the credit is available by negotiation with the confirming bank.
ii. 若信用证由保兑行议付，无追索权地议付。
b. A confirming bank is irrevocably bound to honor or negotiate as of the time it adds its confirmation to the credit.
b. 自为信用证加具保兑之时起，保兑行即不可撤销地受到兑付或者议付责任的约束。
c. A confirming bank undertakes to reimburse another nominated bank that has honored or negotiated a complying presentation and forwarded the documents to the confirming bank. Reimbursement for the amount of a complying presentation under a credit available by acceptance or deferred payment is due at maturity, whether or not another nominated bank prepaid or purchased before maturity. A confirming bank's undertaking to reimburse another nominated bank is independent of the confirming bank’s undertaking to the beneficiary.
c. 保兑行保证向对于相符提示已经予以兑付或者议付并将单据寄往开证行的另一家被指定银行进行偿付。无论另一家被指定银行是否于到期日前已经对相符提示予以预付或者购买， 对于承兑或延期付款信用证项下相符提示的金额的偿付于到期日进行。保兑行偿付另一家被指定银行的承诺独立于保兑行对于受益人的承诺。
d. If a bank is authorized or requested by the issuing bank to confirm a credit but is not prepared to do so, it must inform the issuing bank without delay and may advise the credit without confirmation.
d. 如开证行授权或要求另一家银行对信用证加具保兑，而该银行不准备照办时，它必须不延误地告知开证行并仍可通知此份未经加具保兑的信用
Specimen 2 United Nations Convention on Contracts of International Sales of Goods《联合国国际货物销售合同公约》
中文版( 及其说明)转引自 http://baike.baidu.com/view/352100.htm#
《联合国国际货物销售合同公约》( United Nations Convention on Contracts of International Sales of Goods， CISG)是由联合国国际贸易法委员会主持制定的。根据联合国大会的授权，联合国国际货物销售合同会议于1980年3月10日至4月11日在奥地利维也纳举行( 维也纳会议)，共62个国家的代表出席。在这次会议上通过了该公约。1988年公约在达到法定批准国家数额后正式生效。公约于1988年1月1日正式生效。1986年12月11日我国交存核准书，但在参加公约时，根据第95、96条的规定，我国对该公约第11条以及第1条第1款b项作了保留：1. 不同意扩大《公约》的适用范围，只同意《公约》适用于缔约国的当事人之间签订的合同。2.不同意用书面以外的其他形式订立、修改和终止合同。
截至2002年上半年，核准和参加该公约的共有61个国家，包括：莱索托、法国、叙利亚、埃及、匈牙利、阿根廷、赞比亚、中国、意大利、美国、芬兰、瑞典、奥地利、墨西哥、澳大利亚、挪威、丹麦、白俄罗斯、德国、乌克兰、智利、瑞士、伊拉克、保加利亚、西班牙、俄罗斯、荷兰、几内亚、加拿大、罗马尼亚、厄瓜多尔、乌干达、斯洛伐克、爱沙尼亚、捷克、斯洛文尼亚、古巴、波斯尼亚—黑塞哥维那、新西兰、摩尔多瓦、古巴、立陶宛、新加坡、波兰、比利时、乌兹别克斯坦、卢森堡、拉脱维亚、蒙古、希腊、克罗地亚、布隆迪、乌拉圭、秘鲁、毛里坦尼亚、吉尔吉斯斯坦、圣文森特和格林纳丁斯、南斯拉夫、冰岛、哥伦比亚和以色列等。
《联合国国际货物买卖合同公约》共分为四个部分：( 1)适用范围；( 2)合同的成立；( 3)货物买卖；( 4)最后条款。全文共101条。公约的主要内容包括以下四个方面：
1.公约的基本原则。建立国际经济新秩序的原则、平等互利原则与兼顾不同社会、经济和法律制度的原则。这些基本原则是执行、解释和修订公约的依据，也是处理国际货物买卖关系和发展国际贸易关系的准绳。
2.适用范围。第一，公约只适用于国际货物买卖合同，即营业地在不同国家的双方当事人之间所订立的货物买卖合同，但对某些货物的国际买卖不能适用该公约作了明确规定。第二，公约适用于当事人在缔约国内有营业地的合同，但如果根据适用于“合同”的冲突规范，该“合同”应适用某一缔约国的法律，在这种情况下也应适用“销售合同公约”，而不管合同当事人在该缔约国有无营业所。对此规定，缔约国在批准或者加入时可以声明保留。第三，双方当事人可以在合同中明确规定不适用该公约。(适用范围不允许缔约国保留)
3.合同的订立。包括合同的形式和发价( 要约)与接受( 承诺)的法律效力。
4.买方和卖方的权利义务。第一，卖方责任主要表现为三项义务：交付货物；移交一切与货物有关的单据；移转货物的所有权。第二，买方的责任主要表现为两项义务：支付货物价款；收取货物。第三，详细规定卖方和买方违反合同时的补救办法。第四，规定了风险转移的几种情况。第五，明确了根本违反合同和预期违反合同的含义以及当这种情况发生时，当事人双方所应履行的义务。第六，对免责根据的条件作了明确的规定。
联合国国际货物销售合同公约
(1980年4月11日订于维也纳)
本公约各缔约国，铭记联合国大会第六届特别会议通过的关于建立新的国际经济秩序的各项决议的广泛目标，考虑到在平等互利基础上发展国际贸易是促进各国间友好关系的一个重要因素，认为采用照顾到不同的社会、经济和法律制度的国际货物销售合同统一规则，将有助于减少国际贸易的法律障碍，促进国际贸易的发展，兹协议如下：
第一部分 适用范围和总则
第一章 适用范围
第一条
( １)本公约适用于营业地在不同国家的当事人之间所订立的货物销售合同：
( ａ)如果这些国家是缔约国；或
( ｂ)如果国际私法规则导致适用某一缔约国的法律。
( ２)当事人营业地在不同国家的事实，如果从合同或从订立合同前任何时候或订立合同时，当事人之间的任何交易或当事人透露的情报均看不出，应不予考虑。
( ３)在确定本公约的适用时，当事人的国籍和当事人或合同的民事或商业性质，应不予考虑。
第二条
本公约不适用于以下的销售：
( ａ)购供私人、家人或家庭使用的货物的销售，除非卖方在订立合同前任何时候或订立合同时不知道而且没有理由知道这些货物是购供任何这种使用；
( ｂ)经由拍卖的销售；
( ｃ)根据法律执行令状或其它令状的销售；
( ｄ)公债、股票、投资证券、流通票据或货币的销售；
( ｅ)船舶、船只、气垫船或飞机的销售；
( ｆ)电力的销售。
第三条
( １)供应尚待制造或生产的货物的合同应视为销售合同，除非订购货物的当事人保证供应这种制造或生产所需的大部分重要材料。
( ２)本公约不适用于供应货物一方的绝大部分义务在于供应劳力或其它服务的合同。
第四条
本公约只适用于销售合同的订立和卖方和买方因此种合同而产生的权利和义务。特别是，本公约除非另有明文规定，与以下事项无关：
( ａ)合同的效力，或其任何条款的效力，或任何惯例的效力；
( ｂ)合同对所售货物所有权可能产生的影响。
第五条
本公约不适用于卖方对于货物对任何人所造成的死亡或伤害的责任。
第六条
双方当事人可以不适用本公约，或在第十二条的条件下，减损本公约的任何规定或改变其效力。
第二章 总则
第七条
( １)在解释本公约时，应考虑到本公约的国际性质和促进其适用的统一以及在国际贸易上遵守诚信的需要。
( ２)凡本公约未明确解决的属于本公约范围的问题，应按照本公约所依据的一般原则来解决，在没有一般原则的情况下，则应按照国际私法规定适用的法律来解决。
第八条
( １)为本公约的目的，一方当事人所作的声明和其它行为，应依照他的意旨解释，如果另一方当事人已知道或者不可能不知道此一意旨。
( ２)如果上一款的规定不适用，当事人所作的声明和其它行为，应按照一个与另一方当事人同等资格、通情达理的人处于相同情况中，应有的理解来解释。
( ３)在确定一方当事人的意旨或一个通情达理的人应有的理解时，应适当地考虑到与事实有关的一切情况，包括谈判情形、当事人之间确立的任何习惯作法、惯例和当事人其后的任何行为。
第九条
( １)双方当事人业已同意的任何惯例和他们之间确立的任何习惯做法，对双方当事人均有约束力。
( ２)除非另有协议，双方当事人应视为已默示地同意对他们的合同或合同的订立适用双方当事人已知道或理应知道的惯例，而这种惯例，在国际贸易上，已为有关特定贸易所涉同类合同的当事人所广泛知道并为他们所经常遵守。
第十条
为本公约的目的：
( ａ)如果当事人有一个以上的营业地，则以与合同及合同的履行关系最密切的营业地为其营业地，但要考虑到双方当事人在订立合同前任何时候或订立合同时所知道或所设想的情况；
( ｂ)如果当事人没有营业地，则以其惯常居住地为准。
第十一条
销售合同无须以书面订立或书面证明，在形式方面也不受任何其它条件的限制。销售合同可以用包括人证在内的任何方法证明。
第十二条
本公约第十一条、第二十九条或第二部分准许销售合同或其更改或根据协议终止，或者任何发价、接受或其它意旨表示得以书面以外任何形式做出的任何规定不适用，如果任何一方当事人的营业地是在已按照本公约第九十六条做出了声明的一个缔约国内，各当事人不得减损本条或改变其效力。
第十三条
为本公约的目的，“书面”包括电报和电传。
第二部分 合同的订立
第十四条
(1)向一个或一个以上特定的人提出的订立合同的建议，如果十分确定并且表明发价人在得到接受时承受约束的意旨，即构成发价。一个建议如果写明货物并且明示或暗示地规定数量和价格或规定如何确定数量和价格，即为十分确定。
(2)非向一个或一个以上特定的人提出的建议，仅应视为邀请做出发价，除非提出建议的人明确地表示相反的意向。
第十五条
( １)发价于送达被发价人时生效。
( ２)一项发价，即使是不可撤销的，得予撤回，如果撤回通知于发价送达被发价人之前或同时，送达被发价人。
第十六条
( １)在未订立合同之前，发价得予撤销，如果撤销通知于被发价人发出接受通知之前送达被发价人。
( ２)但在下列情况下，发价不得撤销：
( ａ)发价写明接受发价的期限或以其它方式表示发价是不可撤销的；或
( ｂ)被发价人有理由信赖该项发价是不可撤销的，而且被发价人已本着对该项发价的信赖行事。
第十七条
一项发价，即使是不可撤销的，于拒绝通知送达发价人时终止。
第十八条
( １)被发价人声明或做出其它行为表示同意一项发价，即是接受，缄默或不行动本身不等于接受。
( ２)接受发价于表示同意的通知送达发价人时生效。如果表示同意的通知在发价人所规定的时间内，如未规定时间，在一段合理的时间内，未曾送达发价人，接受就成为无效，但须适当地考虑到交易的情况，包括发价人所使用的通讯方法的迅速程序。对口头发价必须立即接受，但情况有别者不在此限。
( ３)但是，如果根据该项发价或依照当事人之间确立的习惯作法和惯例，被发价人可以做出某种行为，例如与发运货物或支付价款有关的行为，来表示同意，而无须向发价人发出通知，则接受于该项行为做出时生效，但该项行为必须在上一款所规定的期间内做出。
第十九条
( １)对发价表示接受但载有添加、限制或其它更改的答复，即为拒绝该项发价，并构成还价。
( ２)但是，对发价表示接受但载有添加或不同条件的答复，如所载的添加或不同条件在实质上并不变更该项发价的条件，除发价人在不过分迟延的期间内以口头或书面通知反对其间的差异外，仍构成接受。如果发价人不做出这种反对，合同的条件就以该项发价的条件以及接受通知内所载的更改为准。
( ３)有关货物价格、付款、货物质量和数量、交货地点和时间、一方当事人对另一方当事人的赔偿责任范围或解决争端等等的添加或不同条件，均视为在实质上变更发价的条件。
第二十条
( １)发价人在电报或信件内规定的接受期间，从电报交发时刻或信上载明的发信日期起算，如信上未载明发信日期，则从信封上所载日期起算。发价人以电话、电传或其它快速通讯方法规定的接受期间，从发价送达被发价人时起算。
( ２)在计算接受期间时，接受期间内的正式假日或非营业日应计算在内。但是，如果接受通知在接受期间的最后１天未能送到发价人地址，因为那天在发价人营业地是正式假日或非营业日，则接受期间应顺延至下一个营业日。
第二十一条
( １)逾期接受仍有接受的效力，如果发价人毫不迟延地用口头或书面将此种意
见通知被发价人。
( ２)如果载有逾期接受的信件或其它书面文件表明，它是在传递正常、能及时送达发价人的情况下寄发的，则该项逾期接受具有接受的效力，除非发价人毫不迟延地用口头或书面通知被发价人：他认为他的发价已经失效。
第二十二条
接受得予撤回，如果撤回通知于接受原应生效之前或同时，送达发价人。
第二十三条
合同于按照本公约规定对发价的接受生效时订立。
第二十四条
为公约本部分的目的，发价、接受声明或任何其它意旨表示“送达”对方，系指用口头通知对方或通过任何其它方法送交对方本人，或其营业地或通讯地址，如无营业地或通讯地址，则送交对方惯常居住地。
第三部分 货物销售
第一章 总则
第二十五条
一方当事人违反合同的结果，如使另一方当事人蒙受损害，以致于实际上剥夺了他根据合同规定有权期待得到的东西，即为根本违反合同，除非违反合同一方并不预知而且一个同等资格、通情达理的人处于相同情况中也没有理由预知会发生这种结果。
第二十六条
宣告合同无效的声明，必须向另一方当事人发出通知，方始有效。
第二十七条
除非公约本部分另有明文规定，当事人按照本部分的规定，以适合情况的方法发出任何通知、要求或其它通知后，这种通知如在传递上发生耽搁或错误，或者未能到达，并不使该当事人丧失依靠该项通知的权利。
第二十八条
如果按照本公约的规定，一方当事人有权要求另一方当事人履行某一义务，法院没有义务做出判决，要求具体履行此一义务，除非法院依照其本身的法律对不属本公约范围的类似销售合同愿意这样做。
第二十九条
( １)合同只需双方当事人协议，就可更改或终止。
( ２)规定任何更改或根据协议终止必须以书面做出的书面合同，不得以任何其它方式更改或根据协议终止。但是，一方当事人的行为，如经另一方当事人寄以信赖，就不得坚持此项规定。
第二章 卖方的义务
第三十条
卖方必须按照合同和本公约的规定，交付货物，移交一切与货物有关的单据并转移货物所有权。
第一节 交付货物和移交单据
第三十一条
如果卖方没有义务要在任何其它特定地点交付货物，他的交货义务如下：
( ａ)如果销售合同涉及到货物的运输，卖方应把货物移交给第一承运人，以运交给买方；
( ｂ)在不属于上款规定的情况下，如果合同指的是特定货物或从特定存货中提取的或尚待制造或生产的未经特定化的货物，而双方当事人在订立合同时已知道这些货物是在某一特定地点，或将在某一特定地点制造或生产，卖方应在该地点把货物交给买方处置；
( ｃ)在其它情况下，卖方应在他于订立合同时的营业地把货物交给买方处置。
第三十二条
( １)如果卖方按照合同或本公约的规定将货物交付给承运人，但货物没有以货物上加标记、或以装运单据或其它方式清楚地注明有关合同，卖方必须向买方发出列明货物的发货通知。
( ２)如果卖方有义务安排货物的运输，他必须订立必要的合同，以按照通常运输条件，用适合情况的运输工具，把货物运到指定地点。
( ３)如果卖方没有义务对货物的运输办理保险，他必须在买方提出要求时，向买方提供一切现有的必要资料，使他能够办理这种保险。
第三十三条
卖方必须按以下规定的日期交付货物：
( ａ)如果合同规定有日期，或从合同可以确定日期，应在该日期交货；
( ｂ)如果合同规定有一段时间，或从合同可以确定一段时间，除非情况表明应由买方选定一个日期外，应在该段时间内任何时候交货；或者
( ｃ)在其它情况下，应在订立合同后一段合理时间内交货。
第三十四条
如果卖方有义务移交与货物有关的单据，他必须按照合同所规定的时间、地点和方式移交这些单据。如果卖方在那个时间以前已移交这些单据，他可以在那个时间到达前纠正单据中任何不符合同规定的情形，但是，此一权利的行使不得使买方遭受不合理的不便或承担不合理的开支。但是，买方保留本公约所规定的要求损害赔偿的任
何权利。
第二节 货物相符与第三方要求
第三十五条
( １)卖方交付的货物必须与合同所规定的数量、质量和规格相符，并须按照合同所规定的方式装箱或包装。
( ２)除双方当事人业已另有协议外，货物除非符合以下规定，否则即为与合同不符：
( ａ)货物适用于同一规格货物通常使用的目的；
( ｂ)货物适用于订立合同时曾明示或默示地通知卖方的任何特定目的，除非情况表明买方并不依赖卖方的技能和判断力，或者这种依赖对他是不合理的；
( ｃ)货物的质量与卖方向买方提供的货物样品或样式相同；
( ｄ)货物按照同类货物通用的方式装箱或包装，如果没有此种通用方式，则按照足以保全和保护货物的方式装箱或包装。
( ３)如果买方在订立合同时知道或者不可能不知道货物不符合同，卖方就无须按上一款( ａ)项至( ｄ)项负有此种不符合同的责任。
第三十六条
( １)卖方应按照合同和本公约的规定，对风险移转到买方时所存在的任何不符合同情形，负有责任，即使这种不符合同情形在该时间后方始明显。
( ２)卖方对在上一款所述时间后发生的任何不符合同情形，也应负有责任，如果这种不符合同情形是由于卖方违反他的某项义务所致，包括违反关于在一段时间内货物将继续适用于其通常使用的目的或某种特定目的，或将保持某种特定质量或性质的任何保证。
第三十七条
如果卖方在交货日期前交付货物，他可以在那个日期到达前，交付任何缺漏部分或补足所交付货物的不足数量，或交付用以替换所交付不符合同规定的货物，或对所交付货物中任何不符合同规定的情形做出补救，但是，此一权利的行使不得使买方遭受不合理的不便或承担不合理的开支。但是，买方保留本公约所规定的要求损害赔偿的任何权利。
第三十八条
( １)买方必须在按情况实际可行的最短时间内检验货物或由他人检验货物。
( ２)如果合同涉及到货物的运输，检验可推迟到货物到达目的地后进行。
( ３)如果货物在运输途中改运或买方须再发运货物，没有合理机会加以检验，
而卖方在订立合同时已知道或理应知道这种改运或再发运的可能性，检验可推迟到货物到达新目的地后进行。
第三十九条
( １)买方对货物不符合同，必须在发现或理应发现不符情形后一段合理时间内通知卖方，说明不符合同情形的性质，否则就丧失声称货物不符合同的权利。
( ２)无论如何，如果买方不在实际收到货物之日起两年内将货物不符合同情形通知卖方，他就丧失声称货物不符合同的权利，除非这一时限与合同规定的保证期限不符。
第四十条
如果货物不符合同规定指的是卖方已知道或不可能不知道而又没有告知买方的一些事实，则卖方无权援引第三十八条和第三十九条的规定。
第四十一条
卖方所交付的货物，必须是第三方不能提出任何权利或要求的货物，除非买方同意在这种权利或要求的条件下，收取货物。但是，如果这种权利或要求是以工业产权或其它知识产权为基础的，卖方的义务应依照第四十二条的规定。
第四十二条
( １)卖方所交付的货物，必须是第三方不能根据工业产权或其它知识产权主张任何权利或要求的货物，但以卖方在订立合同时已知道或不可能不知道的权利或要求为限，而且这种权利或要求根据以下国家的法律规定是以工业产权或其它知识产权为基础的：
( ａ)如果双方当事人在订立合同时预期货物将在某一国境内转售或做其它使用，则根据货物将在其境内转售或做其它使用的国家的法律；或者
( ｂ)在任何其它情况下，根据买方营业地所在国家的法律。
( ２)卖方在上一款中的义务不适用于以下情况：
( ａ)买方在订立合同时已知道或不可能不知道此项权利或要求；或者
( ｂ)此项权利或要求的发生，是由于卖方要遵照买方所提供的技术图样、图案、程式或其它规格。
第四十三条
( １)买方如果不在已知道或理应知道第三方的权利或要求后一段合理时间内，将此一权利或要求的性质通知卖方，就丧失援引第四十一条或第四十二条规定的权利。
( ２)卖方如果知道第三方的权利或要求以及此一权利或要求的性质，就无权援引上一款的规定。
第四十四条
尽管有第三十九条第( １)款和第四十三条第( １)款的规定，买方如果对他未发出所需的通知具备合理的理由，仍可按照第五十条规定减低价格，或要求利润损失以外的损害赔偿。
第三节 卖方违反合同的补救办法
第四十五条
( １)如果卖方不履行他在合同和本公约中的任何义务，买方可以：
( ａ)行使第四十六条至第五十二条所规定的权利；
( ｂ)按照第七十四条至第七十七条的规定，要求损害赔偿。
( ２)买方可能享有的要求损害赔偿的任何权利，不因他行使采取其它补救办法的权利而丧失。
( ３)如果买方对违反合同采取某种补救办法，法院或仲裁庭不得给予卖方宽限期。
第四十六条
( １)买方可以要求卖方履行义务，除非买方已采取与此一要求相抵触的某种补救办法。
( ２)如果货物不符合同，买方只有在此种不符合同情形构成根本违反合同时，才可以要求交付替代货物，而且关于替代货物的要求，必须与依照第三十九条发出的通知同时提出，或者在该项通知发出后一段合理时间内提出。
( ３)如果货物不符合同，买方可以要求卖方通过修理对不符合同之处做出补救，除非他考虑了所有情况之后，认为这样做是不合理的。修理的要求必须与依照第三十九条发出的通知同时提出，或者在该项通知发出后一段合理时间内提出。
第四十七条
( １)买方可以规定一段合理时限的额外时间，让卖方履行其义务。
( ２)除非买方收到卖方的通知，声称他将不在所规定的时间内履行义务，买方在这段时间内不得对违反合同采取任何补救办法。但是，买方并不因此丧失他对迟延履行义务可能享有的要求损害赔偿的任何权利。
第四十八条
( １)在第四十九条的条件下，卖方即使在交货日期之后，仍可自付费用，对任何不履行义务做出补救，但这种补救不得造成不合理的迟延，也不得使买方遭受不合理的不便，或无法确定卖方是否将偿付买方预付的费用。但是，买方保留本公约所规定的要求损害赔偿的任何权利。
( ２)如果卖方要求买方表明他是否接受卖方履行义务，而买方不在一段合理时间内对此一要求做出答复，则卖方可以按其要求中所指明的时间履行义务。买方不得在该段时间内采取与卖方履行义务相抵触的任何补救办法。
( ３)卖方表明他将在某一特定时间内履行义务的通知，应视为包括根据上一款规定要买方表明决定的要求在内。
( ４)卖方按照本条第( ２)和第( ３)款做出的要求或通知，必须在买方收到后，始生效力。
第四十九条
( １)买方在以下情况下可以宣告合同无效：
( ａ)卖方不履行其在合同或本公约中的任何义务，等于根本违反合同；或
( ｂ)如果发生不交货的情况，卖方不在买方按照第四十七条第( １)款规定的额外时间内交付货物，或卖方声明他将不在所规定的时间内交付货物。
( ２)但是，如果卖方已交付货物，买方就丧失宣告合同无效的权利，除非：
( ａ)对于迟延交货，他在知道交货后一段合理时间内这样做；
( ｂ)对于迟延交货以外的任何违反合同事情：
( 一)他在已知道或理应知道这种违反合同后一段合理时间内这样做；或
( 二)他在买方按照第四十七条第( １)款规定的任何额外时间满期后，或在卖方声明他将不在这一额外时间履行义务后一段合理时间内这样做；或
( 三)他在卖方按照第四十八条第( ２)款指明的任何额外时间满期后，或在买方声明他将不接受卖方履行义务后一段合理时间内这样做。
第五十条
如果货物不符合同，不论价款是否已付，买方都可以减低价格，减价按实际交付的货物在交货时的价值与符合合同的货物在当时的价值两者之间的比例计算。但是，如果卖方按照第三十七条或第四十八条的规定对任何不履行义务做出补救，或者买方拒绝接受卖方按照该两条规定履行义务，则买方不得减低价格。
第五十一条
( １)如果卖方只交付一部分货物，或者交付的货物中只有一部分符合合同规定，第四十六条至第五十条的规定适用于缺漏部分及不符合同规定部分的货物。
( ２)买方只有在完全不交付货物或不按照合同规定交付货物等于根本违反合同时，才可以宣告整个合同无效。
第五十二条
( １)如果卖方在规定的日期前交付货物，买方可以收取货物，也可以拒绝收取货物。
( ２)如果卖方交付的货物数量大于合同规定的数量，买方可以收取也可以拒绝收取多交部分的货物。如果买方收取多交部分货物的全部或一部分，他必须按合同价格付款。
第三章 买方的义务
第五十三条
买方必须按照合同和本公约规定支付货物价款和收取货物。
第一节 支付价款
第五十四条
买方支付价款的义务包括根据合同或任何有关法律和规章规定的步骤和手续，以便支付价款。
第五十五条
如果合同已有效的订立，但没有明示或暗示地规定价格或规定如何确定价格，在没有任何相反表示的情况下，双方当事人应视为已默示地引用订立合同时此种货物在有关贸易的类似情况下销售的通常价格。
第五十六条
如果价格是按货物的重量规定的，如有疑问，应按净重确定。
第五十七条
( １)如果买方没有义务在任何其它特定地点支付价款，他必须在以下地点向卖方支付价款：
( ａ)卖方的营业地；或者
( ｂ)如凭移交货物或单据支付价款，则为移交货物或单据的地点。
( ２)卖方必须承担因其营业地在订立合同后发生变动而增加的支付方面的有关费用。
第五十八条
( １)如果买方没有义务在任何其它特定时间内支付价款，他必须于卖方按照合同和本公约规定将货物或控制货物处置权的单据交给买方处置时支付价款。卖方可以支付价款作为移交货物或单据的条件。
( ２)如果合同涉及到货物的运输，卖方可以在支付价款后方可把货物或控制货物处置权的单据移交给买方作为发运货物的条件。
( ３)买方在未有机会检验货物前，无义务支付价款，除非这种机会与双方当事人议定的交货或支付程序相抵触。
第五十九条
买方必须按合同和本公约规定的日期或从合同和本公约可以确定的日期支付价款，而无需卖方提出任何要求或办理任何手续。
第二节 收取货物
第六十条
买方收取货物的义务如下：
采取一切理应采取的行动，以期卖方能交付货物；和接收货物。
第三节 买方违反合同的补救办法
第六十一条
( １)如果买方不履行他在合同和本公约中的任何义务，卖方可以：
( ａ)行使第六十二条至第六十五条所规定的权利；
( ｂ)按照第七十四至第七十七条的规定，要求损害赔偿。
( ２)卖方可能享有的要求损害赔偿的任何权利，不因他行使采取其它补救办法的权利而丧失。
( ３)如果卖方对违反合同采取某种补救办法，法院或仲裁庭不得给予买方宽限期。
第六十二条
卖方可以要求买方支付价款、收取货物或履行他的其它义务，除非卖方已采取与此一要求相低触的某种补救办法。
第六十三条
( １)卖方可以规定一段合理时限的额外时间，让买方履行义务。
( ２)除非卖方收到买方的通知，声称他将不在所规定的时间内履行义务，卖方不得在这段时间内对违反合同采取任何补救办法。但是，卖方并不因此丧失他对迟延履行义务可能享有的要求损害赔偿的任何权利。
第六十四条
( １)卖方在以下情况下可以宣告合同无效：
( ａ)买方不履行其在合同或本公约中的任何义务，等于根本违反合同；或
( ｂ)买方不在卖方按照第六十三条第( １)款规定的额外时间内履行支付价款
的义务或收取货物，或买方声明他将不在所规定的时间内这样做。
( ２)但是，如果买方已支付价款，卖方就丧失宣告合同无效的权利，除非：
( ａ)对于买方迟延履行义务，他在知道买方履行义务前这样做；或者
( ｂ)对于买方迟延履行义务以外的任何违反合同事情：
( 一)他在已知道或理应知道这种违反合同后一段合理时间内这样做；或
( 二)他在卖方按照第六十三条第( １)款规定的任何额外时间满期后或在买方声明他将不在这一额外时间内履行义务后一段合理时间内这样做。
第六十五条
( １)如果买方应根据合同规定订明货物的形状、大小或其它特征，而他在议定的日期或在收到卖方的要求后一段合理时间内没有订明这些规格，则卖方在不损害其可能享有的任何其它权利的情况下，可以依照他所知的买方的要求，自己订明规格。
( ２)如果卖方自己订明规格，他必须把订明规格的细节通知买方，而且必须规定一段合理时间，让买方可以在该段时间内订出不同的规格。如果买方在收到这种通知后没有在该段时间内这样做，卖方所订的规格就具有约束力。
第四章 风险移转
第六十六条
货物在风险移转到买方承担后遗失或损坏，买方支付价款的义务并不因此解除，除非这种遗失或损坏是由于卖方的行为或不行为所造成。
第六十七条
( １)如果销售合同涉及到货物的运输，但卖方没有义务在某一特定地点交付货物，自货物按照销售合同交付给第一承运人以转交给买方时起，风险就移转到买方承担。如果卖方有义务在某一特定地点把货物交付给承运人，在货物于该地点交付给承运人以前，风险不移转到买方承担。卖方受权保留控制货物处置权的单据，并不影响风险的移转。
( ２)但是，在货物以货物上加标记、或以装运单据、或向买方发出通知或其它方式清楚地注明有关合同以前，风险不移转到买方承担。
第六十八条
对于在运输途中销售的货物，从订立合同时起，风险就移转到买方承担。但是，如果情况表明有此需要，从货物交付给签发载有运输合同单据的承运人时起，风险就由买方承担。尽管如此，如果卖方在订立合同时已知道或理应知道货物已经遗失或损坏，而他又不将这一事实告之买方，则这种遗失或损坏应由卖方负责。
第六十九条
( １)在不属于第六十七条和第六十八条规定的情况下，从买方接收货物时起，或如果买方不在适当时间内这样做，则从货物交给他处置但他不收取货物从而违反合同时起，风险移转到买方承担。
( ２)但是，如果买方有义务在卖方营业地以外的某一地点接收货物，当交货时间已到而买方知道货物已在该地点交给他处置时，风险方始移转。
( ３)如果合同指的是当时未加识别的货物，则这些货物在未清楚注明有关合同以前，不得视为已交给买方处置。
第七十条
如果卖方已根本违反合同，第六十七条、第六十八条和第六十九条的规定，不损害买方因此种违反合同而可以采取的各种补救办法。
第五章 卖方和买方义务的一般规定
第一节 预期违反合同和分批交货合同
第七十一条
( １)如果订立合同后，另一方当事人由于下列原因显然将不履行其大部分重要义务，一方当事人可以中止履行义务：
( ａ)他履行义务的能力或他的信用有严重缺陷；或
( ｂ)他在准备履行合同或履行合同中的行为。
( ２)如果卖方在上一款所述的理由明显化以前已将货物发运，他可以阻止将货物交给买方，即使买方持有其有权获得货物的单据。本款规定只与买方和卖方间对货物的权利有关。
( ３)中止履行义务的一方当事人不论是在货物发运前还是发运后，都必须立即通知另一方当事人，如经另一方当事人对履行义务提供充分保证，则他必须继续履行义务。
第七十二条
( １)如果在履行合同日期之前，明显看出一方当事人将根本违反合同，另一方当事人可以宣告合同无效。
( ２)如果时间许可，打算宣告合同无效的一方当事人必须向另一方当事人发出合理的通知，使他可以对履行义务提供充分保证。
( ３)如果另一方当事人已声明他将不履行其义务，则上一款的规定不适用。
第七十三条
( １)对于分批交付货物的合同，如果一方当事人不履行对任何一批货物的义务，便对该批货物构成根本违反合同，则另一方当事人可以宣告合同对该批货物无效。
( ２)如果一方当事人不履行对任何一批货物的义务，使另一方当事人有充分理由断定对今后各批货物将会发生根本违反合同，该另一方当事人可以在一段合理时间内宣告合同今后无效。
( ３)买方宣告合同对任何一批货物的交付为无效时，可以同时宣告合同对已交付的或今后交付的各批货物均为无效，如果各批货物是互相依存的，不能单独用于双方当事人在订立合同时所设想的目的。
第二节 损害赔偿
第七十四条
一方当事人违反合同应负的损害赔偿额，应与另一方当事人因他违反合同而遭受的包括利润在内的损失额相等。这种损害赔偿不得超过违反合同一方在订立合同时，依照他当时已知道或理应知道的事实和情况，对违反合同预料到或理应预料到的可能损失。
第七十五条
如果合同被宣告无效，而在宣告无效后一段合理时间内，买方已以合理方式购买替代货物，或者卖方已以合理方式把货物转卖，则要求损害赔偿的一方可以取得合同价格和替代货物交易价格之间的差额以及按照第七十四条规定可以取得的任何其他损害赔偿。
第七十六条
( １)如果合同被宣告无效，而货物又有时价，要求损害赔偿的一方，如果没有根据第七十五条规定进行购买或转卖，则可以取得合同规定的价格和宣告合同无效时的时价之间的差额以及按照第七十四条规定可以取得的任何其它损害赔偿。但是，如果要求损害赔偿的一方在接收货物之后宣告合同无效，则应适用接收货物时的时价，而不适用宣告合同无效时的时价。
( ２)为上一款的目的，时价指原应交付货物地点的现行价格，如果该地点没有时价，则指另一合理替代地点的价格，但应适当地考虑货物运费的差额。
第七十七条
声称另一方违反合同的一方，必须按情况采取合理措施，减轻由于该另一方违反合同而引起的损失，包括利润方面的损失。如果他不采取这种措施，违反合同一方可以要求从损害赔偿中扣除原可以减轻的损失数额。
第三节 利息
第七十八条
如果一方当事人没有支付价款或任何其它拖欠金额，另一方当事人有权对这些款额收取利息，但不妨碍要求按照第七十四条规定可以取得的损害赔偿。
第四节 免责
第七十九条
( １)当事人对不履行义务，不负责任，如果他能证明此种不履行义务，是由于某种非他所能控制的障碍，而且对于这种障碍，没有理由预期他在订立合同时能考虑到或能避免或克服它或它的后果。
( ２)如果当事人不履行义务是由于他所雇用履行合同的全部或一部分规定的第三方不履行义务所致，该当事人只有在以下情况下才能免除责任：
( ａ)他按照上一款的规定应免除责任，和
( ｂ)假如该项的规定也适用于他所雇用的人，这个人也同样会免除责任。
( ３)本条所规定的免责对障碍存在的期间有效。
( ４)不履行义务的一方必须将障碍及其对他履行义务能力的影响通知另一方。如果该项通知在不履行义务的一方已知道或理应知道此一障碍后一段合理时间内仍未为另一方收到，则他对由于另一方未收到通知而造成的损害应负赔偿责任。
( ５)本条规定不妨碍任何一方行使本公约规定的要求损害赔偿以外的任何权利。
第八十条
一方当事人因其行为或不行为而使得另一方当事人不履行义务时，不得声称该另一方当事人不履行义务。
第五节 宣告合同无效的效果
第八十一条
( １)宣告合同无效解除了双方在合同中的义务，但应负责的任何损害赔偿仍应负责。宣告合同无效不影响合同关于解决争端的任何规定，也不影响合同中关于双方在宣告合同无效后权利和义务的任何其它规定。
( ２)已全部或局部履行合同的一方，可以要求另一方归还他按照合同供应的货物或支付的价款，如果双方都须归还，他们必须同时这样做。
第八十二条
( １)买方如果不可能按实际收到货物的原状归还货物，他就丧失宣告合同无效或要求卖方交付替代货物的权利。
( ２)上一款的规定不适用于以下情况：
( ａ)如果不可能归还货物或不可能按实际收到货物的原状归还货物，并非由于买方的行为或不行为所造成；或者
( ｂ)如果货物或其中一部分的毁灭或变坏，是由于按照第三十八条规定进行检验所致；或者
( ｃ)如果货物或其中一部分，在买方发现或理应发现与合同不符以前，已为买方在正常营业过程中售出，或在正常使用过程中消费或改变。
第八十三条
买方虽然依第八十二条规定丧失宣告合同无效或要求卖方交付替代货物的权利，但是根据合同和本公约规定，他仍保有采取一切其它补救办法的权利。
第八十四条
( １)如果卖方有义务归还价款，他必须同时从支付价款之日起支付价款利息。
( ２)在以下情况下，买方必须向卖方说明他从货物或其中一部分得到的一切利益：
( ａ)如果他必须归还货物或其中一部分；或者
( ｂ)如果他不可能归还全部或一部分货物，或不可能按实际收到货物的原状归还全部或一部分货物，但他已宣告合同无效或已要求卖方支付替代货物。
第六节 保全货物
第八十五条
如果买方推迟收取货物，或在支付价款和交付货物应同时履行时，买方没有支付价款，而卖方仍拥有这些货物或仍能控制这些货物的处置权，卖方必须按情况采取合理措施，以保全货物。他有权保有这些货物，直至买方把他所付的合理费用偿还他为止。
第八十六条
( １)如果买方已收到货物，但打算行使合同或本公约规定的任何权利，把货物退回，他必须按情况采取合理措施，以保全货物。他有权保有这些货物，直至卖方把他所付的合理费用偿还给他为止。
( ２)如果发运给买方的货物已到达目的地，并交给买方处置，而买方行使退货权利，则买方必须代表卖方收取货物，除非他这样做需要支付价款而且会使他遭受不合理的不便或需承担不合理的费用。如果卖方或受权代表他掌管货物的人也在目的地，则此一规定不适用。如果买方根据本款规定收取货物，他的权利和义务与上一款所规定的相同。
第八十七条
有义务采取措施以保全货物的一方当事人，可以把货物寄放在第三方的仓库，由另一方当事人担负费用，但该项费用必须合理。
第八十八条
( １)如果另一方当事人在收取货物或收回货物或支付价款或保全货物费用方面有不合理的迟延，按照第八十五条或第八十六条规定有义务保全货物的一方当事人，可以采取任何适当办法，把货物出售，但必须事前向另一方当事人发出合理的意向通知。
( ２)如果货物易于迅速变坏，或者货物的保全牵涉到不合理的费用，则按照第八十五条或第八十六条规定有义务保全货物的一方当事人，必须采取合理措施，把货物出售，在可能的范围内，他必须把出售货物的打算通知另一方当事人。
( ３)出售货物的一方当事人，有权从销售所得收入中扣回为保全货物和销售货物而付的合理费用。他必须向另一方当事人说明所余款项。
第四部分 最后条款
第八十九条
兹指定联合国秘书长为本公约保管人。
第九十条
本公约不优于业已缔结或可以缔结并载有与属于本公约范围内事项有关的条款的任何国际协定，但以双方当事人的营业地均在这种协定的缔约国内为限。
第九十一条
( １)本公约在联合国国际货物销售合同会议闭幕会议上开放签字，并在纽约联合国总部继续开放签字，直至１９８１年９月３０日为止。
( ２)本公约须经签字国批准、接受或核准。
( ３)本公约从开放签字之日起开放给所有非签字国加入。
( ４)批准书、接受书、核准书和加入书应送交联合国秘书长存放。
第九十二条
( １)缔约国可在签字、批准、接受、核准或加入时声明他不受本公约第二部分的约束或不受本公约第三部分的约束。
( ２)按照上一款规定就本公约第二部分或第三部分做出声明的缔约国，在该声明适用的部分所规定事项上，不得视为本公约第一条第( １)款范围内的缔约国。
第九十三条
( １)如果缔约国具有两个或两个以上的领土单位，而依照该国宪法规定、各领土单位对本公约所规定的事项适用不同的法律制度，则该国得在签字、批准、接受、核准或加入时声明本公约适用于该国全部领土单位或仅适用于其中的一个或数个领土单位，并且可以随时提出另一声明来修改其所做的声明。
( ２)此种声明应通知保管人，并且明确地说明适用本公约的领土单位。
( ３)如果根据按本条做出的声明，本公约适用于缔约国的一个或数个但不是全部领土单位，而且一方当事人的营业地位于该缔约国内，则为本公约的目的，该营业地除非位于本公约适用的领土单位内，否则视为不在缔约国内。
( ４)如果缔约国没有按照本条第( １)款做出声明，则本公约适用于该国所有领土单位。
第九十四条
( １)对属于本公约范围的事项具有相同或非常近似的法律规则的两个或两个以上的缔约国，可随时声明本公约不适用于营业地在这些缔约国内的当事人之间的销售合同，也不适用于这些合同的订立。此种声明可联合做出，也可以相互单方面声明的方式做出。
( ２)对属于本公约范围的事项具有与一个或一个以上非缔约国相同或非常近似的法律规则的缔约国，可随时声明本公约不适用于营业地在这些非缔约国内的当事人之间的销售合同，也不适用于这些合同的订立。
( ３)作为根据上一款所做声明对象的国家如果后来成为缔约国，这项声明从本公约对该新缔约国生效之日起，具有根据第( １)款所做声明的效力，但以该新缔约国加入这项声明，或做出相互单方面声明为限。
第九十五条
任何国家在交存其批准书、接受书、核准书或加入书时，可声明它不受本公约第一条第( １)款( ｂ)项的约束。
第九十六条
本国法律规定销售合同必须以书面订立或书面证明的缔约国，可以随时按照第十二条的规定，声明本公约第十一条、第二十九条或第二部分准许销售合同或其更改或根据协议终止，或者任何发价、接受或其它意旨表示得以书面以外任何形式做出的任何规定不适用，如果任何一方当事人的营业地是在该缔约国内。
第九十七条
( １)根据本公约规定在签字时做出的声明，须在批准、接受或核准时加以确认。
( ２)声明和声明的确认，应以书面提出，并应正式通知保管人。
( ３)声明在本公约对有关国家开始生效时同时生效。但是，保管人于此种生效后收到正式通知的声明，应于保管人收到声明之日起６个月后的第１个月第１天生效。根据第九十四条规定做出的相互单方面声明，应于保管人收到最后一份声明之日起６个月后的第１个月第１天生效。
( ４)根据本公约规定做出声明的任何国家可以随时用书面正式通知保管人撤回该项声明。此种撤回于保管人收到通知之日起６个月后的第１个月第１天生效。
( ５)撤回根据第九十四条做出的声明，自撤回生效之日起，就会使另一国家根据该条所做的任何相互声明失效。
第九十八条
除本公约明文许可的保留外，不得作任何保留。
第九十九条
( １)在本条第( ６)款规定的条件下，本公约在第十件批准书、接受书、核准书或加入书、包括载有根据第九十二条规定做出的声明的文书交存之日起１２月后的第１个月第１天生效。
( ２)在本条第( ６)款规定的条件下，对于在第１０件批准书、接受书、核准书或加入书交存后才批准、接受、核准或加入本公约的国家，本公约在该国交存其批准书、接受书、核准车或加入书之日起１２个月后的第１个月第１天对该国生效，但不适用的部分除外。
( ３)批准、接受、核准或加入本公约的国家，如果是１９６４年７月１日海牙签订的《关于国际货物销售合同的订立统一法公约》( 《１９６４年海牙订立合同公约》)和１９６４年７月１日在海牙签订的《关于国际货物销售统一法的公约》( 《１９６４年海牙货物销售公约》)中一项或两项公约的缔约国。应按情况同时通知荷兰政府声明退出《１９６４年海牙货物销售公约》或《１９６４年海牙订立合同公约》)或退出该两公约。
( ４)凡为《１９６４年海牙货物销售公约》缔约国并批准、接受、核准或加入本公约和根据第九十二条规定声明或业已声明不受本公约第二部分约束的国家，应于批准、接受、核准或加入时通知荷兰政府声明退出《１９６４年海牙货物销售公约》。
( ５)凡为《１９６４年海牙订立合同公约》缔约国并批准、接受、核准或加入本公约和根据第九十二条规定声明或业已声明不受本公约第三部分约束的国家，应于批准、接受、核准或加入时通知荷兰政府声明退出《１９６４年海牙订立合同公约》。
( ６)为本条的目的，《１９６４年海牙订立合同公约》或《１９６４年海牙货物销售公约》的缔约国的批准、接受、核准或加入本公约，应在这些国家按照规定退出该两公约生效后方始生效。本公约保管人应与１９６４年两公约的保管人荷兰政府进行协商，以确保在这方面进行必要的协调。
第一百条
( １)本公约适用于合同的订立，只要订立该合同的建议是在本公约对第一条第( １)款( ａ)项所指缔约国或第一条第( １)款( ｂ)项所指缔约国生效之日或其后作出的。
( ２)本公约只适用于在它对第一条第( １)款( ａ)项所指缔约国或第一条第( １)款( ｂ)项所指缔约国生效之日或其后订立的合同。
第一百零一条
( １)缔约国可以用书面正式通知保管人声明退出本公约，或本公约第二部分或第三部分。
( ２)退出于保管人收到通知１２个月后的第１个月第１天起生效。凡通知内订明一段退出生效的更长时间，则退出于保管人收到通知后该段更长时间满时起生效。
１９８4年４月１１日订于维也纳，正本１份，其阿拉伯文本、中文本、英文本、法文本、俄文本和西班牙文本都具有同等效力。
下列全权代表，经各自政府正式授权，在本公约上签字，以资证明。
＊ 本公约于１９８８年１月１日生效。
１９８１年９月３０日中华人民共和国政府代表签署本公约，１９８６年１２月１１日交存核准书。核准书中载明，中国不受公约第一条第( １)款( Ｄ)、第十一条及与第十一条内容有关的规定的约束。
《联合国国际货物销售合同公约》是联合国国际贸易法委员会( ＵＮＣＩＴＲＡＬ)于１９８０年４月１１日在维也纳召开的外交会议上通过的。该公约于１９８８年１月１日生效。目前批准加入和认可该公约的国家有３２个国家，它们是：
阿根廷①、澳大利亚、奥地利、保加利亚、白俄罗斯苏维埃社会主义共和国、加拿大⑧⑨、智利①、中国②＊、捷克斯洛伐克③、丹麦④、⑤、埃及、芬兰④⑤、法国、法国⑦、加纳、几内亚、匈牙利①、伊拉克、意大利、莱索托、墨西哥、荷兰、挪威④⑤、波兰、罗马尼亚、新加坡、瑞典④、⑤、瑞士、阿拉伯叙利亚共和国、美利坚合众国③、委瑞内拉、乌克兰苏维埃社会主义共和国①、苏联①、南斯拉夫、赞比亚。上述国别后之序号代表该国在加入公约时所做的声明和保留内容，具体如下：
①阿根廷、白俄罗斯苏维埃社会主义共和国、智利、匈牙利和乌克兰苏维埃社会主义共和国政府在批准该公约时根据公约第十二条和第九十六条规定声明，公约第十一条、第二十九条或第二部分任何条款凡准予以书面形式以外的任何形式签订销售合
同或根据协议对其进行修改或予以终止，或进行报价、认可或表示意向者不适用于在它们各自国家内设有营业点的任何当事方。
②中国政府在认可公约时宣布，它不受第一条第( １)款( ｂ)项和第十一条的约束，也不受公约内与第十一条内容有关的规定的约束。
③捷克斯洛伐克政府和美利坚合众国政府在批准公约时宣布，它们不受第一条第一款( ｂ)项的约束。
④丹麦、芬兰、挪威和瑞典政府在批准公约时根据第九十二条第( １)款的规定宣布，它们不受公约第二部分( 合同的订立)的约束。
⑤丹麦、芬兰、挪威和瑞典政府在批准公约时根据第九十四条第( １)款和第( ２)款声明，公约不适用于营业地点设在丹麦、芬兰、瑞典、冰岛或挪威的当事方的销售合同。
⑥匈牙利政府在批准公约时声明，它认为经济互助委员会各成员国组织之间交货的共同条件应受公约第九十条规定的约束。
⑦德国政府在批准公约时宣布，对于已经声明不适用第一条第( １)款( ｂ)项的任何国家，它将不适用第一条第( １)款( ｂ)项。
⑧加拿大政府在加入该公约时宣布，根据该公约第９３条，该公约不适用于艾伯塔、不列颠哥伦比亚，曼尼托巴、新不伦瑞克、纽芬兰、新斯科舍、安大略、受德华太子岛和西北地区。
⑨加拿大政府在加入该公约时宣布，根据该公约第９５条，就不列颠哥伦比亚而言，加拿大不受该公约第一条第( １)款( ｂ)项的约束。
＊中国政府于１９８１年９月３０日在公约上签字并于１９８６年１２月１１日批准该公约。
＊前德意志民主共和国１９８１年８月１３日签署，１９８９年２月２３日批准了该公约；公约于１９９０年３月１日生效。
United Nations Convention on Contracts for the International Sale of Goods (1980)
THE STATES PARTIES TO THIS CONVENTION,
BEARING IN MIND the broad objectives in the resolutions adopted by the sixth special session of the General Assembly of the United Nations on the establishment of a New International Economic Order,
CONSIDERING that the development of international trade on the basis of equality and mutual benefit is an important element in promoting friendly relations among States,
BEING OF THE OPINION that the adoption of uniform rules which govern contracts for the international sale of goods and take into account the different social, economic and legal systems would contribute to the removal of legal barriers in international trade and promote the development of international trade,
HAVE DECREED as follows:
PART I SPHERE OF APPLICATION AND GENERAL PROVISIONS
Chapter I SPHERE OF APPLICATION
Article 1
(1) This Convention applies to contracts of sale of goods between parties whose places of business are in different States:
(a) when the States are Contracting States; or
(b) when the rules of private international law lead to the application of the law of a Contracting State.
(2) The fact that the parties have their places of business in different States is to be disregarded whenever this fact does not appear either from the contract or from any dealings between, or from information disclosed by, the parties at any time before or at the conclusion of the contract.
(3) Neither the nationality of the parties nor the civil or commercial character of the parties or of the contract is to be taken into consideration in determining the application of this Convention.
Article 2
This Convention does not apply to sales:
(a) of goods bought for personal, family or household use, unless the seller, at any time before or at the conclusion of the contract, neither knew nor ought to have known that the goods were bought for any such use;
(b) by auction;
(c) on execution or otherwise by authority of law;
(d) of stocks, shares, investment securities, negotiable instruments or money;
(e) of ships, vessels, hovercraft or aircraft;
(f) of electricity.
Article 3
(1) Contracts for the supply of goods to be manufactured or produced are to be considered sales unless the party who orders the goods undertakes to supply a substantial part of the materials necessary for such manufacture or production.
(2) This Convention does not apply to contracts in which the preponderant part of the obligations of the party who furnishes the goods consists in the supply of labor or other services.
Article 4
This Convention governs only the formation of the contract of sale and the rights and obligations of the seller and the buyer arising from such a contract. In particular, except as otherwise expressly provided in this Convention, it is not concerned with:
(a) the validity of the contract or of any of its provisions or of any usage;
(b) the effect which the contract may have on the property in the goods sold.
Article 5
This Convention does not apply to the liability of the seller for death or personal injury caused by the goods to any person.
Article 6
The parties may exclude the application of this Convention or, subject to article 12, derogate from or vary the effect of any of its provisions.
Chapter II GENERAL PROVISIONS
Article 7
(1) In the interpretation of this Convention, regard is to be had to its international character and to the need to promote uniformity in its application and the observance of good faith in international trade.
(2) Questions concerning matters governed by this Convention which are not expressly settled in it are to be settled in conformity with the general principles on which it is based or, in the absence of such principles, in conformity with the law applicable by virtue of the rules of private international law.
Article 8
(1) For the purposes of this Convention statements made by and other conduct of a party are to be interpreted according to his intent where the other party knew or could not have been unaware what that intent was.
(2) If the preceding paragraph is not applicable, statements made by and other conduct of a party are to be interpreted according to the understanding that a reasonable person of the same kind as the other party would have had in the same circumstances.
(3) In determining the intent of a party or the understanding a reasonable person would have had, due consideration is to be given to all relevant circumstances of the case including the negotiations, any practices which the parties have established between themselves, usages and any subsequent conduct of the parties.
Article 9
(1) The parties are bound by any usage to which they have agreed and by any practices which they have established between themselves.
(2) The parties are considered, unless otherwise agreed, to have impliedly made applicable to their contract or its formation a usage of which the parties knew or ought to have known and which in international trade is widely known to, and regularly observed by, parties to contracts of the type involved in the particular trade concerned.
Article 10
For the purposes of this Convention:
(a) if a party has more than one place of business, the place of business is that which has the closest relationship to the contract and its performance, having regard to the circumstances known to or contemplated by the parties at any time before or at the conclusion of the contract;
(b) if a party does not have a place of business, reference is to be made to his habitual residence.
Article 11
A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form. It may be proved by any means, including witnesses.
Article 12
Any provision of article 11, article 29 or Part II of this Convention that allows a contract of sale or its modification or termination by agreement or any offer, acceptance or other indication of intention to be made in any form other than in writing does not apply where any party has his place of business in a Contracting State which has made a declaration under article 96 of this Convention. The parties may not derogate from or vary the effect or this article.
Article 13
For the purposes of this Convention "writing" includes telegram and telex.
PART II FORMATION OF THE CONTRACT
Article 14
(1) A proposal for concluding a contract addressed to one or more specific persons constitutes an offer if it is sufficiently definite and indicates the intention of the offer or to be bound in case of acceptance. A proposal is sufficiently definite if it indicates the goods and expressly or implicitly fixes or makes provision for determining the quantity and the price.
(2) A proposal other than one addressed to one or more specific persons is to be considered merely as an invitation to make offers, unless the contrary is clearly indicated by the person making the proposal.
Article 15
(1) An offer becomes effective when it reaches the offeree.
(2) An offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offeree before or at the same time as the offer.
Article 16
(1) Until a contract is concluded an offer may be revoked if the revocation reaches the offeree before he has dispatched an acceptance.
(2) However, an offer cannot be revoked:
(a) if it indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable; or
(b) if it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree has acted in reliance on the offer.
Article 17
An offer, even if it is irrevocable, is terminated when a rejection reaches the offeror.
Article 18
(1) A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. Silence or inactivity does not in itself amount to acceptance.
(2) An acceptance of an offer becomes effective at the moment the indication of assent reaches the offeror. An acceptance is not effective if the indication of assent does not reach the offeror within the time he has fixed or, if no time is fixed, within a reasonable time, due account being taken of the circumstances of the transaction, including the rapidity of the means of communication employed by the offeror. An oral offer must be accepted immediately unless the circumstances indicate otherwise.
(3) However, if, by virtue of the offer or as a result of practices which the parties have established between themselves or of usage, the offeree may indicate assent by performing an act, such as one relating to the dispatch of the goods or payment of the price, without notice to the offeror, the acceptance is effective at the moment the act is performed, provided that the act is performed within the period of time laid down in the preceding paragraph.
Article 19
(1) A reply to an offer which purports to be an acceptance but contains additions, limitations or other modifications is a rejection of the offer and constitutes a counter-offer.
(2) However, a reply to an offer which purports to be an acceptance but contains additional or different terms which do not materially alter the terms of the offer constitutes an acceptance, unless the offeror, without undue delay, objects orally to the discrepancy or dispatches a notice to that effect. If he does not so object, the terms of the contract are the terms of the offer with the modifications contained in the acceptance.
(3) Additional or different terms relating, among other things, to the price, payment, quality and quantity of the goods, place and time of delivery, extent of one party’s liability to the other or the settlement of disputes are considered to alter the terms of the offer materially.
Article 20
(1) A period of time for acceptance fixed by the offeror in a telegram or a letter begins to run from the moment the telegram is handed in for dispatch or from the date shown on the letter or, if no such date is shown, from the date shown on the envelope. A period of time for acceptance fixed by the offeror by telephone, telex or other means of instantaneous communication, begins to run from the moment that the offer reaches the offeree.
(2) Official holidays or non-business days occurring during the period for acceptance are included in calculating the period. However, if a notice of acceptance cannot be delivered at the address of the offeror on the last day of the period because that day falls on an official holiday or a non-business day at the place of business of the offeror, the period is extended until the first business day which follows.
Article 21
(1) A late acceptance is nevertheless effective as an acceptance if without delay the offeror orally so informs the offeree or dispatches a notice to that effect.
(2) If a letter or other writing containing a late acceptance shows that it has been sent in such circumstances that if its transmission had been normal it would have reached the offeror in due time, the late acceptance is effective as an acceptance unless, without delay, the offeror orally informs the offeree that he considers his offer as having lapsed or dispatches a notice to that effect.
Article 22
An acceptance may be withdrawn if the withdrawal reaches the offeror before or at the same time as the acceptance would have become effective.
Article 23
A contract is concluded at the moment when an acceptance of an offer becomes effective in accordance with the provisions of this Convention.
Article 24
For the purposes of this Part of the Convention, an offer, declaration of acceptance or any other indication of intention "reaches" the addressee when it is made orally to him or delivered by any other means to him personally, to his place of business or mailing address or, if he does not have a place of business or mailing address, to his habitual residence.
PART III SALE OF GOODS
Chapter I GENERAL PROVISIONS
Article 25
A breach of contract committed by one of the parties is fundamental if it results in such detriment to the other party as substantially to deprive him of what he is entitled to expect under the contract, unless the party in breach did not foresee and a reasonable person of the same kind in the same circumstances would not have foreseen such a result.
Article 26
A declaration of avoidance of the contract is effective only if made by notice to the other party.
Article 27
Unless otherwise expressly provided in this Part of the Convention, if any notice, request or other communication is given or made by a party in accordance with this Part and by means appropriate in the circumstances, a delay or error in the transmission of the communication or its failure to arrive does not deprive that party of the right to rely on the communication.
Article 28
If, in accordance with the provisions of this Convention, one party is entitled to require performance of any obligation by the other party, a court is not bound to enter a judgment for specific performance unless the court would do so under its own law in respect of similar contracts of sale not governed by this Convention.
Article 29
(1) A contract may be modified or terminated by the mere agreement of the parties.
(2) A contract in writing which contains a provision requiring any modification or termination by agreement to be in writing may not be otherwise modified or terminated by agreement. However, a party may be precluded by his conduct from asserting such a provision to the extent that the other party has relied on that conduct.
Chapter II OBLIGATIONS OF THE SELLER
Article 30
The seller must deliver the goods, hand over any documents relating to them and transfer the property in the goods, as required by the contract and this Convention.
Section I. Delivery of the goods and handing over of documents
Article 31
If the seller is not bound to deliver the goods at any other particular place, his obligation to deliver consists:
(a) if the contract of sale involves carriage of the goods - in handing the goods over to the first carrier for transmission to the buyer;
(b) if, in cases not within the preceding subparagraph, the contract relates to specific goods, or unidentified goods to be drawn from a specific stock or to be manufactured or produced, and at the time of the conclusion of the contract the parties knew that the goods were at, or were to be manufactured or produced at, a particular place - in placing the goods at the buyers disposal at that place;
(c) in other cases - in placing the goods at the buyers disposal at the place where the seller had his place of business at the time of the conclusion of the contract.
Article 32
(1) If the seller, in accordance with the contract or this Convention, hands the goods over to a carrier and if the goods are not clearly identified to the contract by markings on the goods, by shipping documents or otherwise, the seller must give the buyer notice of the consignment specifying the goods.
(2) If the seller is bound to arrange for carriage of the goods, he must make such contracts as are necessary for carriage to the place fixed by means of transportation appropriate in the circumstances and according to the usual terms for such transportation.
(3) If the seller is not bound to effect insurance in respect of the carriage of the goods, he must, at the buyer’s request, provide him with all available information necessary to enable him to affect such insurance.
Article 33
The seller must deliver the goods:
(a) if a date is fixed by or determinable from the contract, on that date;
(b) if a period of time is fixed by or determinable from the contract, at any time within that period unless circumstances indicate that the buyer is to choose a date; or
(c) in any other case, within a reasonable time after the conclusion of the contract.
Article 34
If the seller is bound to hand over documents relating to the goods, he must hand them over at the time and place and in the form required by the contract. If the seller has handed over documents before that time, he may, up to that time, cure any lack of conformity in the documents, if the exercise of this right does not cause the buyer unreasonable inconvenience or unreasonable expense. However, the buyer retains any right to claim damages as provided for in this Convention.
Section II. Conformity of the goods and third party claims
Article 35
(1) The seller must deliver goods which are of the quantity, quality and description required by the contract and which are contained or packaged in the manner required by the contract.
(2) Except where the parties have agreed otherwise, the goods do not conform with the contract unless they:
(a) are fit for the purposes for which goods of the same description would ordinarily be used;
(b) are fit for any particular purpose expressly or impliedly made known to the seller at the time of the conclusion of the contract, except where the circumstances show that the buyer did not rely, or that it was unreasonable for him to rely, on the sellers skill and judgment;
(c) possess the qualities of goods which the seller has held out to the buyer as a sample or model;
(d) are contained or packaged in the manner usual for such goods or, where there is no such manner, in a manner adequate to preserve and protect the goods.
(3) The seller is not liable under subparagraphs (a) to (d) of the preceding paragraph for any lack of conformity of the goods if at the time of the conclusion of the contract the buyer knew or could not have been unaware of such lack of conformity.
Article 36
(1) The seller is liable in accordance with the contract and this Convention for any lack of conformity which exists at the time when the risk passes to the buyer, even though the lack of conformity becomes apparent only after that time.
(2) The seller is also liable for any lack of conformity which occurs after the time indicated in the preceding paragraph and which is due to a breach of any of his obligations, including a breach of any guarantee that for a period of time the goods will remain fit for their ordinary purpose or for some particular purpose or will retain specified qualities or characteristics.
Article 37
If the seller has delivered goods before the date for delivery, he may, up to that date, deliver any missing part or make up any deficiency in the quantity of the goods delivered, or deliver goods in replacement of any non-conforming goods delivered or remedy any lack of conformity in the goods delivered, provided that the exercise of this right does not cause the buyer unreasonable inconvenience or unreasonable expense. However, the buyer retains any right to claim damages as provided for in this Convention.
Article 38
(1) The buyer must examine the goods, or cause them to be examined, within as short a period as is practicable in the circumstances.
(2) If the contract involves carriage of the goods, examination may be deferred until after the goods have arrived at their destination.
(3) If the goods are redirected in transit or redispatched by the buyer without a reasonable opportunity for examination by him and at the time of the conclusion of the contract the seller knew or ought to have known of the possibility of such redirection or redispatch, examination may be deferred until after the goods have arrived at the new destination.
Article 39
(1) The buyer loses the right to rely on a lack of conformity of the goods if he does not give notice to the seller specifying the nature of the lack of conformity within a reasonable time after he has discovered it or ought to have discovered it.
(2) In any event, the buyer loses the right to rely on a lack of conformity of the goods if he does not give the seller notice thereof at the latest within a period of two years from the date on which the goods were actually handed over to the buyer, unless this time-limit is inconsistent with a contractual period of guarantee.
Article 40
The seller is not entitled to rely on the provisions of articles 38 and 39 if the lack of conformity relates to facts of which he knew or could not have been unaware and which he did not disclose to the buyer.
Article 41
The seller must deliver goods which are free from any right or claim of a third party, unless the buyer agreed to take the goods subject to that right or claim. However, if such right or claim is based on industrial property or other intellectual property, the seller’s obligation is governed by article 42.
Article 42
(1) The seller must deliver goods which are free from any right or claim of a third party based on industrial property or other intellectual property, of which at the time of the conclusion of the contract the seller knew or could not have been unaware, provided that the right or claim is based on industrial property or other intellectual property:
(a) under the law of the State where the goods will be resold or otherwise used, if it was contemplated by the parties at the time of the conclusion of the contract that the goods would be resold or otherwise used in that State; or
(b) in any other case, under the law of the State where the buyer has his place of business.
(2) The obligation of the seller under the preceding paragraph does not extend to cases where:
(a) at the time of the conclusion of the contract the buyer knew or could not have been unaware of the right or claim; or
(b) the right or claim results from the sellers compliance with technical drawings, designs, formulae or other such specifications furnished by the buyer.
Article 43
(1) The buyer loses the right to rely on the provisions of article 41 or article 42 if he does not give notice to the seller specifying the nature of the right or claim of the third party within a reasonable time after he has become aware or ought to have become aware of the right or claim.
(2) The seller is not entitled to rely on the provisions of the preceding paragraph if he knew of the right or claim of the third party and the nature of it.
Article 44
Notwithstanding the provisions of paragraph (1) of article 39 and paragraph (1) of article 43, the buyer may reduce the price in accordance with article 50 or claim damages, except for loss of profit, if he has a reasonable excuse for his failure to give the required notice.
Section III. Remedies for breach of contract by the seller
Article 45
(1) If the seller fails to perform any of his obligations under the contract or this Convention, the buyer may:
(a) exercise the rights provided in articles 46 to 52;
(b) claim damages as provided in articles 74 to 77.
(2) The buyer is not deprived of any right he may have to claim damages by exercising his right to other remedies.
(3) No period of grace may be granted to the seller by a court or arbitral tribunal when the buyer resorts to a remedy for breach of contract.
Article 46
(1) The buyer may require performance by the seller of his obligations unless the buyer has resorted to a remedy which is inconsistent with this requirement.
(2) If the goods do not conform with the contract, the buyer may require delivery of substitute goods only if the lack of conformity constitutes a fundamental breach of contract and a request for substitute goods is made either in conjunction with notice given under article 39 or within a reasonable time thereafter.
(3) If the goods do not conform with the contract, the buyer may require the seller to remedy the lack of conformity by repair, unless this is unreasonable having regard to all the circumstances. A request for repair must be made either in conjunction with notice given under article 39 or within a reasonable time thereafter.
Article 47
(1) The buyer may fix an additional period of time of reasonable length for performance by the seller of his obligations.
(2) Unless the buyer has received not,ice from the seller that he will not perform within the period so fixed, the buyer may not, during that period, resort to any remedy for breach of contract. However, the buyer is not deprived thereby of any right he may have to claim damages for delay in performance.
Article 48
(1) Subject to article 49, the seller may, even after the date for delivery, remedy at his own expense any failure to perform his obligations, if he can do so without unreasonable delay and without causing the buyer unreasonable inconvenience or uncertainty of reimbursement by the seller of expenses advanced by the buyer. However, the buyer retains any right to claim damages as provided for in this Convention.
(2) If the seller requests the buyer to make known whether he will accept performance and the buyer does not comply with the request within a reasonable time, the seller may perform within the time indicated in his request. The buyer may not, during that period of time, resort to any remedy which is inconsistent with performance by the seller.
(3) A notice by the seller that he will perform within a specified period of time is assumed to include a request, under the preceding paragraph, that the buyer make known his decision.
(4) A request or notice by the seller under paragraph (2) or (3) of this article is not effective unless received by the buyer.
Article 49
(1) The buyer may declare the contract avoided:
(a) if the failure by the seller to perform any of his obligations under the contract or this Convention amounts to a fundamental breach of contract; or
(b) in case of non-delivery, if the seller does not deliver the goods within the additional period of time fixed by the buyer in accordance with paragraph (1) of article 47 or declares that he will not deliver within the period so fixed.
(2) However, in cases where the seller has delivered the goods, the buyer loses the right to declare the contract avoided unless he does so:
(a) in respect of late delivery, within a reasonable time after he has become aware that delivery has been made;
(b) in respect of any breach other than late delivery, within a reasonable time:
(i) after he knew or ought to have known of the breach;
(ii) after the expiration of any additional period of time fixed by the buyer in accordance with paragraph (1) of article 47, or after the seller has declared that he will not perform his obligations within such an additional period; or
(iii) after the expiration of any additional period of time indicated by the seller in accordance with paragraph (2) of article 48, or after the buyer has declared that he will not accept performance.
Article 50
If the goods do not conform with the contract and whether or not the price has already been paid, the buyer may reduce the price in the same proportion as the value that the goods actually delivered had at the time of the delivery bears to the value that conforming goods would have had at that time. However, if the seller remedies any failure to perform his obligations in accordance with article 37 or article 48 or if the buyer refuses to accept performance by the seller in accordance with those articles, the buyer may not reduce the price.
Article 51
(1) If the seller delivers only a part of the goods or if only a part of the goods delivered is in conformity with the contract, articles 46 to 50 apply in respect of the part which is missing or which does not conform.
(2) The buyer may declare the contract avoided in its entirety only if the failure to make delivery completely or in conformity with the contract amounts to a fundamental breach of the contract.
Article 52
(1) If the seller delivers the goods before the date fixed, the buyer may take delivery or refuse to take delivery.
(2) If the seller delivers a quantity of goods greater than that provided for in the contract, the buyer may take delivery or refuse to take delivery of the excess quantity. If the buyer takes delivery of all or part of the excess quantity, he must pay for it at the contract rate.
Chapter III OBLIGATIONS OF THE BUYER
Article 53
The buyer must pay the price for the goods and take delivery of them as required by the contract and this Convention.
Section I. Payment of the price
Article 54
The buyer’s obligation to pay the price includes taking such steps and complying with such formalities as may be required under the contract or any laws and regulations to enable payment to be made.
Article 55
Where a contract has been validly concluded but does not expressly or implicitly fix or make provision for determining the price, the parties are considered, in the absence of any indication to the contrary, to have impliedly made reference to the price generally charged at the time of the conclusion of the contract for such goods sold under comparable circumstances in the trade concerned.
Article 56
If the price is fixed according to the weight of the goods, in case of doubt it is to be determined by the net weight.
Article 57
(1) If the buyer is not bound to pay the price at any other particular place, he must pay it to the seller:
(a) at the sellers place of business; or
(b) if the payment is to be made against the handing over of the goods or of documents, at the place where the handing over takes place.
(2) The seller must bear any increases in the expenses incidental to payment which is caused by a change in his place of business subsequent to the conclusion of the contract.
Article 58
(1) If the buyer is not bound to pay the price at any other specific time, he must pay it when the seller places either the goods or documents controlling their disposition at the buyers disposal in accordance with the contract and this Convention. The seller may make such payment a condition for handing over the goods or documents.
(2) If the contract involves carriage of the goods, the seller may dispatch the goods on terms whereby the goods, or documents controlling their disposition, will not be handed over to the buyer except against payment of the price.
(3) The buyer is not bound to pay the price until he has had an opportunity to examine the goods, unless the procedures for delivery or payment agreed upon by the parties are inconsistent with his having such an opportunity.
Article 59
The buyer must pay the price on the date fixed by or determinable from the contract and this Convention without the need for any request or compliance with any formality on the part of the seller.
Section II. Taking delivery
Article 60
The buyer’s obligation to take delivery consists:
(a) in doing all the acts which could reasonably be expected of him in order to enable the seller to make delivery; and
(b) in taking over the goods.
Section III. Remedies for breach of contract by the buyer
Article 61
(1) If the buyer fails to perform any of his obligations under the contract or this Convention, the seller may:
(a) exercise the rights provided in articles 62 to 65;
(b) claim damages as provided in articles 74 to 77.
(2) The seller is not deprived of any right he may have to claim damages by exercising his right to other remedies.
(3) No period of grace may be granted to the buyer by a court or arbitral tribunal when the seller resorts to a remedy for breach of contract.
Article 62
The seller may require the buyer to pay the price, take delivery or perform his other obligations, unless the seller has resorted to a remedy which is inconsistent with this requirement.
Article 63
(1) The seller may fix an additional period of time of reasonable length for performance by the buyer of his obligations.
(2) Unless the seller has received notice from the buyer that he will not perform within the period so fixed, the seller may not, during that period, resort to any remedy for breach of contract. However, the seller is not deprived thereby of any right he may have to claim damages for delay in performance.
Article 64
(1) The seller may declare the contract avoided:
(a) if the failure by the buyer to perform any of his obligations under the contract or this Convention amounts to a fundamental breach of contract; or
(b) if the buyer does not, within the additional period of time fixed by the seller in accordance with paragraph (1) of article 63, perform his obligation to pay the price or take delivery of the goods, or if he declares that he will not do so within the period so fixed.
(2) However, in cases where the buyer has paid the price, the seller loses the right to declare the contract avoided unless he does so:
(a) in respect of late performance by the buyer, before the seller has become aware that performance has been rendered; or
(b) in respect of any breach other than late performance by the buyer, within a reasonable time:
(i) after the seller knew or ought to have known of the breach; or
(ii) after the expiration of any additional period of time fixed by the seller in accordance with paragraph (1) of article 63, or after the buyer has declared that he will not perform his obligations within such an additional period.
Article 65
(1) If under the contract the buyer is to specify the form, measurement or other features of the goods and he fails to make such specification either on the date agreed upon or within a reasonable time after receipt of a request from the seller, the seller may, without prejudice to any other rights he may have, make the specification himself in accordance with the requirements of the buyer that may be known to him.
(2) If the seller makes the specification himself, he must inform the buyer of the details thereof and must fix a reasonable time within which the buyer may make a different specification. If, after receipt of such a communication, the buyer fails to do so within the time so fixed, the specification made by the seller is binding.
Chapter IV PASSING OF RISK
Article 66
Loss of or damage to the goods after the risk has passed to the buyer does not discharge him from his obligation to pay the price, unless the loss or damage is due to an act or omission of the seller.
Article 67
(1) If the contract of sale involves carriage of the goods and the seller is not bound to hand them over at a particular place, the risk passes to the buyer when the goods are handed over to the first carrier for transmission to the buyer in accordance with the contract of sale. If the seller is bound to hand the goods over to a carrier at a particular place, the risk does not pass to the buyer until the goods are handed over to the carrier at that place. The fact that the seller is authorized to retain documents controlling the disposition of the goods does not affect the passage of the risk.
(2) Nevertheless, the risk does not pass to the buyer until the goods are clearly identified to the contract, whether by markings on the goods, by shipping documents, by notice given to the buyer or otherwise.
Article 68
The risk in respect of goods sold in transit passes to the buyer from the time of the conclusion of the contract. However, if the circumstances so indicate, the risk is assumed by the buyer from the time the goods were handed over to the carrier who issued the documents embodying the contract of carriage. Nevertheless, if at the time of the conclusion of the contract of sale the seller knew or ought to have known that the goods had been lost or damaged and did not disclose this to the buyer, the loss or damage is at the risk of the seller.
Article 69
(1) In cases not within articles 67 and 68, the risk passes to the buyer when he takes over the goods or, if he does not do so in due time, from the time when the goods are placed at his disposal and he commits a breach of contract by failing to take delivery.
(2) However, if the buyer is bound to take over the goods at a place other than a place of business of the seller, the risk passes when delivery is due and the buyer is aware of the fact that the goods are placed at his disposal at that place.
(3) If the contract relates to goods not then identified, the goods are considered not to be placed at the disposal of the buyer until they are clearly identified to the contract.
Article 70
If the seller has committed a fundamental breach of contract, articles 67, 68 and 69 do not impair the remedies available to the buyer on account of the breach.
Chapter V
PROVISIONS COMMON TO THE OBLIGATIONS OF THE SELLER AND OF THE BUYER
Section I. Anticipatory breach and installment contracts
Article 71
(1) A party may suspend the performance of his obligations if, after the conclusion of the contract, it becomes apparent that the other party will not perform a substantial part of his obligations as a result of:
(a) a serious deficiency in his ability to perform or in his creditworthiness; or
(b) his conduct in preparing to perform or in performing the contract.
(2) If the seller has already dispatched the goods before the grounds described in the preceding paragraph become evident, he may prevent the handing over of the goods to the buyer even though the buyer holds a document which entitles him to obtain them. The present paragraph relates only to the rights in the goods as between the buyer and the seller.
(3) A party suspending performance, whether before or after dispatch of the goods, must immediately give notice of the suspension to the other party and must continue with performance if the other party provides adequate assurance of his performance.
Article 72
(1) If prior to the date for performance of the contract it is clear that one of the parties will commit a fundamental breach of contract, the other party may declare the contract avoided.
(2) If time allows, the party intending to declare the contract avoided must give reasonable notice to the other party in order to permit him to provide adequate assurance of his performance.
(3) The requirements of the preceding paragraph do not apply if the other party has declared that he will not perform his obligations.
Article 73
(1) In the case of a contract for delivery of goods by installments, if the failure of one party to perform any of his obligations in respect of any installment constitutes a fundamental breach of contract with respect to that installment, the other party may declare the contract avoided with respect to that installment.
(2) If one party’s failure to perform any of his obligations in respect of any installment gives the other party good grounds to conclude that a fundamental breach of contract will occur with respect to future installments, he may declare the contract avoided for the future, provided that he does so within a reasonable time.
(3) A buyer who declares the contract avoided in respect of any delivery may, at the same time, declare it avoided in respect of deliveries already made or of future deliveries if, by reason of their interdependence, those deliveries could not be used for the purpose contemplated by the parties at the time of the conclusion of the contract.
Section II. Damages
Article 74
Damages for breach of contract by one party consist of a sum equal to the loss, including loss of profit, suffered by the other party as a consequence of the breach. Such damages may not exceed the loss which the party in breach foresaw or ought to have foreseen at the time of the conclusion of the contract, in the light of the facts and matters of which he then knew or ought to have known, as a possible consequence of the breach of contract.
Article 75
If the contract is avoided and if, in a reasonable manner and within a reasonable time after avoidance, the buyer has bought goods in replacement or the seller has resold the goods, the party claiming damages may recover the difference between the contract price and the price in the substitute transaction as well as any further damages recoverable under article 74.
Article 76
(1) If the contract is avoided and there is a current price for the goods, the party claiming damages may, if he has not made a purchase or resale under article 75, recover the difference between the price fixed by the contract and the current price at the time of avoidance as well as any further damages recoverable under article 74. If, however, the party claiming damages has avoided the contract after taking over the goods, the current price at the time of such taking over shall be applied instead of the current price at the time of avoidance.
(2) For the purposes of the preceding paragraph, the current price is the price prevailing at the place where delivery of the goods should have been made or, if there is no current price at that place, the price at such other place as serves as a reasonable substitute, making due allowance for differences in the cost of transporting the goods.
Article 77
A party who relies on a breach of contract must take such measures as are reasonable in the circumstances to mitigate the loss, including loss of profit, resulting from the breach. If he fails to take such measures, the party in breach may claim a reduction in the damages in the amount by which the loss should have been mitigated.
Section III. Interest
Article 78
If a party fails to pay the price or any other sum that is in arrears, the other party is entitled to interest on it, without prejudice to any claim for damages recoverable under article 74.
Section IV. Exemptions
Article 79
(1) A party is not liable for a failure to perform any of his obligations if he proves that the failure was due to an impediment beyond his control and that he could not reasonably be expected to have taken the impediment into account at the time of the conclusion of the contract or to have avoided or overcome it or its consequences.
(2) If the party’s failure is due to the failure by a third person whom he has engaged to perform the whole or a part of the contract, that party is exempt from liability only if:
(a) he is exempt under the preceding paragraph; and
(b) the person whom he has so engaged would be so exempt if the provisions of that paragraph were applied to him.
(3) The exemption provided by this article has effect for the period during which the impediment exists.
(4) The party who fails to perform must give notice to the other party of the impediment and its effect on his ability to perform. If the notice is not received by the other party within a reasonable time after the party who fails to perform knew or ought to have known of the impediment, he is liable for damages resulting from such non-receipt.
(5) Nothing in this article prevents either party from exercising any right other than to claim damages under this Convention.
Article 80
A party may not rely on a failure of the other party to perform, to the extent that such failure was caused by the first party’s act or omission.
Section V. Effects of avoidance
Article 81
(1) Avoidance of the contract releases both parties from their obligations under it, subject to any damages which may be due. Avoidance does not affect any provision of the contract for the settlement of disputes or any other provision of the contract governing the rights and obligations of the parties consequent upon the avoidance of the contract.
(2) A party who has performed the contract either wholly or in part may claim restitution from the other party of whatever the first party has supplied or paid under the contract. If both parties are bound to make restitution, they must do so concurrently.
Article 82
(1) The buyer loses the right to declare the contract avoided or to require the seller to deliver substitute goods if it is impossible for him to make restitution of the goods substantially in the condition in which he received them.
(2) The preceding paragraph does not apply:
(a) if the impossibility of making restitution of the goods or of making restitution of the goods substantially in the condition in which the buyer received them is not due to his act or omission;
(b) if the goods or part of the goods have perished or deteriorated as a result of the examination provided for in article 38; or
(c) if the goods or part of the goods have been sold in the normal course of business or have been consumed or transformed by the buyer in the course of normal use before he discovered or ought to have discovered the lack of conformity.
Article 83
A buyer who has lost the right to declare the contract avoided or to require the seller to deliver substitute goods in accordance with article 82 retains all other remedies under the contract and this Convention.
Article 84
(1) If the seller is bound to refund the price, he must also pay interest on it, from the date on which the price was paid.
(2) The buyer must account to the seller for all benefits which he has derived from the goods or part of them:
(a) if he must make restitution of the goods or part of them; or
(b) if it is impossible for him to make restitution of all or part of the goods or to make restitution of all or part of the goods substantially in the condition in which he received them, but he has nevertheless declared the contract avoided or required the seller to deliver substitute goods.
Section VI. Preservation of the goods
Article 85
If the buyer is in delay in taking delivery of the goods or, where payment of the price and delivery of the goods are to be made concurrently, if he fails to pay the price, and the seller is either in possession of the goods or otherwise able to control their disposition, the seller must take such steps as are reasonable in the circumstances to preserve them. He is entitled to retain them until he has been reimbursed his reasonable expenses by the buyer.
Article 86
(1) If the buyer has received the goods and intends to exercise any right under the contract or this Convention to reject them, he must take such steps to preserve them as are reasonable in the circumstances. He is entitled to retain them until he has been reimbursed his reasonable expenses by the seller.
(2) If goods dispatched to the buyer have been placed at his disposal at their destination and he exercises the right to reject them, he must take possession of them on behalf of the seller, provided that this can be done without payment of the price and without unreasonable inconvenience or unreasonable expense. This provision does not apply if the seller or a person authorized to take charge of the goods on his behalf is present at the destination. If the buyer takes possession of the goods under this paragraph, his rights and obligations are governed by the preceding paragraph.
Article 87
A party who is bound to take steps to preserve the goods may deposit them in a warehouse of a third person at the expense of the other party provided that the expense incurred is not unreasonable.
Article 88
(1) A party who is bound to preserve the goods in accordance with article 85 or 86 may sell them by any appropriate means if there has been an unreasonable delay by the other party in taking possession of the goods or in taking them back or in paying the price or the cost of preservation, provided that reasonable notice of the intention to sell has been given to the other party.
(2) If the goods are subject to rapid deterioration or their preservation would involve unreasonable expense, a party who is bound to preserve the goods in accordance with article 85 or 86 must take reasonable measures to sell them. To the extent possible he must give notice to the other party of his intention to sell.
(3) A party selling the goods has the right to retain out of the proceeds of sale an amount equal to the reasonable expenses of preserving the goods and of selling them. He must account to the other party for the balance.
PART IV FINAL PROVISIONS
Article 89
The Secretary-General of the United Nations is hereby designated as the depositary for this Convention.
Article 90
This Convention does not prevail over any international agreement which has already been or may be entered into and which contains provisions concerning the matters governed by this Convention, provided that the parties have their places of business in States parties to such agreement.
Article 91
(1) This Convention is open for signature at the concluding meeting of the United Nations Conference on Contracts for the International Sale of Goods and will remain open for signature by all States at the Headquarters of the United Nations, New York until 30 September 1981.
(2) This Convention is subject to ratification, acceptance or approval by the signatory States.
(3) This Convention is open for accession by all States which are not signatory States as from the date it is open for signature.
(4) Instruments of ratification, acceptance, approval and accession are to be deposited with the Secretary-General of the United Nations.
Article 92
(1) A Contracting State may declare at the time of signature, ratification, acceptance, approval or accession that it will not be bound by Part II of this Convention or that it will not be bound by Part III of this Convention.
(2) A Contracting State which makes a declaration in accordance with the preceding paragraph in respect of Part II or Part III of this Convention is not to be considered a Contracting State within paragraph (1) of article 1 of this Convention in respect of matters governed by the Part to which the declaration applies.
Article 93
(1) If a Contracting State has two or more territorial units in which, according to its constitution, different systems of law are applicable in relation to the matters dealt with in this Convention, it may, at the time of signature, ratification, acceptance, approval or accession, declare that this Convention is to extend to all its territorial units or only to one or more of them, and may amend its declaration by submitting another declaration at any time.
(2) These declarations are to be notified to the depositary and are to state expressly the territorial units to which the Convention extends.
(3) If, by virtue of a declaration under this article, this Convention extends to one or more but not all of the territorial units of a Contracting State, and if the place of business of a party is located in that State, this place of business, for the purposes of this Convention, is considered not to be in a Contracting State, unless it is in a territorial unit to which the Convention&n,bsp;extends.
(4) If a Contracting State makes no declaration under paragraph (1) of this article, the Convention is to extend to all territorial units of that State.
Article 94
(1) Two or more Contracting States which have the same or closely related legal rules on matters governed by this Convention may at any time declare that the Convention is not to apply to contracts of sale or to their formation where the parties have their places of business in those States. Such declarations may be made jointly or by reciprocal unilateral declarations.
(2) A Contracting State which has the same or closely related legal rules on matters governed by this Convention as one or more non-Contracting States may at any time declare that the Convention is not to apply to contracts of sale or to their formation where the parties have their places of business in those States.
(3) If a State which is the object of a declaration under the preceding paragraph subsequently becomes a Contracting State, the declaration made will, as from the date on which the Convention enters into force in respect of the new Contracting State, have the effect of a declaration made under paragraph (1), provided that the new Contracting State joins in such declaration or makes a reciprocal unilateral declaration.
Article 95
Any State may declare at the time of the deposit of its instrument of ratification, acceptance, approval or accession that it will not be bound by subparagraph (1)(b) of article 1 of this Convention.
Article 96
A Contracting State whose legislation requires contracts of sale to be concluded in or evidenced by writing may at any time make a declaration in accordance with article 12 that any provision of article 11, article 29, or Part II of this Convention, that allows a contract of sale or its modification or termination by agreement or any offer, acceptance, or other indication of intention to be made in any form other than in writing, does not apply where any party has his place of business in that State.
Article 97
(1) Declarations made under this Convention at the time of signature are subject to confirmation upon ratification, acceptance or approval.
(2) Declarations and confirmations of declarations are to be in writing and be formally notified to the depositary.
(3) A declaration takes effect simultaneously with the entry into force of this Convention in respect of the State concerned. However, a declaration of which the depositary receives formal notification after such entry into force takes effect on the first day of the month following the expiration of six months after the date of its receipt by the depositary. Reciprocal unilateral declarations under article 94 take effect on the first day of the month following the expiration of six months after the receipt of the latest declaration by the depositary.
(4) Any State which makes a declaration under this Convention may withdraw it at any time by a formal notification in writing addressed to the depositary. Such withdrawal is to take effect on the first day of the month following the expiration of six months after the date of the receipt of the notification by the depositary.
(5) A withdrawal of a declaration made under article 94 renders inoperative, as from the date on which the withdrawal takes effect, any reciprocal declaration made by another State under that article.
Article 98
No reservations are permitted except those expressly authorized in this Convention.
Article 99
(1) This Convention enters into force, subject to the provisions of paragraph (6) of this article, on the first day of the month following the expiration of twelve months after the date of deposit of the tenth instrument of ratification, acceptance, approval or accession, including an instrument which contains a declaration made under article 92.
(2) When a State ratifies, accepts, approves or accedes to this Convention after the deposit of the tenth instrument of ratification, acceptance, approval or accession, this Convention, with the exception of the Part excluded, enters into force in respect of that State, subject to the provisions of paragraph (6) of this article, on the first day of the month following the expiration of twelve months after the date of the deposit of its instrument of ratification, acceptance, approval or accession.
(3) A State which ratifies, accepts, approves or accedes to this Convention and is a party to either or both the Convention relating to a Uniform Law on the Formation of Contracts for the International Sale of Goods done at The Hague on 1 July 1964 (1964 Hague Formation Convention) and the Convention relating to a Uniform Law on the International Sale of Goods done at The Hague on 1 July 1964 (1964 Hague Sales Convention) shall at the same time denounce, as the case may be, either or both the 1964 Hague Sales Convention and the 1964 Hague Formation Convention by notifying the Government of the Netherlands to that effect.
(4) A State party to the 1964 Hague Sales Convention which ratifies, accepts, approves or accedes to the present Convention and declares or has declared under article 52 that it will not be bound by Part II of this Convention shall at the time of ratification, acceptance, approval or accession denounce the 1964 Hague Sales Convention by notifying the Government of the Netherlands to that effect.
(5) A State party to the 1964 Hague Formation Convention which ratifies, accepts, approves or accedes to the present Convention and declares or has declared under article 92 that it will not be bound by Part III of this Convention shall at the time of ratification, acceptance, approval or accession denounce the 1964 Hague Formation Convention by notifying the Government of the Netherlands to that effect.
(6) For the purpose of this article, ratifications, acceptances, approvals and accessions in respect of this Convention by States parties to the 1964 Hague Formation Convention or to the 1964 Hague Sales Convention shall not be effective until such denunciations as may be required on the part of those States in respect of the latter two Conventions have themselves become effective. The depositary of this Convention shall consult with the Government of the Netherlands, as the depositary of the 1964 Conventions, so as to ensure necessary co-ordination in this respect.
Article 100
(1) This Convention applies to the formation of a contract only when the proposal for concluding the contract is made on or after the date when the Convention enters into force in respect of the Contracting States referred to in subparagraph (1)(a) or the Contracting State referred to in subparagraph (1)(b) of article 1.
(2) This Convention applies only to contracts concluded on or after the date when the Convention enters into force in respect of the Contracting States referred to in subparagraph (1)(a) or the Contracting State referred to in subparagraph (1)(b) of article 1.
Article 101
(1) A Contracting State may denounce this Convention, or Part II or Part III of the Convention, by a formal notification in writing addressed to the depositary.
(2) The denunciation takes effect on the first day of the month following the expiration of twelve months after the notification is received by the depositary. Where a longer period for the denunciation to take effect is specified in the notification, the denunciation takes effect upon the expiration of such longer period after the notification is received by the depositary.
DONE at Vienna, this day of eleventh day of April, one thousand nine hundred and eighty, in a single original, of which the Arabic, Chinese, English, French, Russian and Spanish texts are equally authentic.
IN WITNESS WHEREOF the undersigned plenipotentiaries, being duly authorized by their respective Governments, have signed this Convention.
, draft--- “Cash against Documents”.
In D/P after sight, a time/usance draft (ranging usually from 30 to 150 days) is used as the buyer is to effect payment upon a certain date after he “sees” and accepts the draft and the documents. But the collecting bank shall not tender him the documents until he fulfills his obligation of payment on the agreed date after seeing the draft.
D/P after date is similar to D/P after sight, except that the date is set against the date of the draft (instead of the date after the “sight” of the draft by the buyer)
For instance, a draft for D/P 30 days after sight is issued on Sept. 20, 2007 and it is presented to the drawee on Oct. 15, 2007. Then the drawee shall pay/honor the draft on Nov. 15, 2007------just 30 days from Oct. 15, 2007 when the drawee “sees” the draft.
Yet for a draft of D/P 30 days after date, if it is issued on Sept. 20, 2007 and presented to the drawee on Oct. 15, 2007, the drawee shall honor the draft on Oct. 20, 2007-----30 days from Sept 20, 2007 when the draft is issued (but not 30 days from Oct. 15, 2007)
l D/A: documents against acceptance.
The collecting bank releases the shipping documents to the buyer without receiving any payment from the buyer but merely against a written promise of the buyer to honor the draft at a certain future date agreed upon between the buyer and the seller. In this case only a time (usance) draft is used.
D/A differs from D/P after sight and D/P after date in that in D/A the collecting bank releases the shipping documents to the buyer immediately when the buyer signs the D/A draft committing himself to effect payment as agreed while in D/P after sight or after date, the collecting bank just presents/shows the draft and the shipping documents to the buyer but will not tender the latter the shipping documents until the latter fulfills his obligation of payment on the agreed future date.
It is illustrated as below:
A. Release of documents under D/P 30 days after sight
The drawee (payer/ Importer) |
( 1) ( 3)
( 2) (4)
In the case of a D/P 30 days after sight, (1) means the collecting bank presents the draft (together with the shipping documents) to the drawee/importer/payer/buyer. In step (2), the drawee signs the date of the presentation on the back of the draft and the collecting bank keeps the signed draft. In step (3), e.g. 30 days after the presentation, the drawee as in, honors the draft (pay the amount indicated in the draft. In step (4) the collecting bank releases the shipping documents to the drawee only when the payment (honoring the draft) is done.
B. Release of documents under D/A 30 days after sight
The drawee (payer/ Importer) |
( 1) ( 3)
( 2) (4)
In the case of a D/A 30 days after sight, (1) means the collecting bank presents the draft (together with the shipping documents) to the drawee/importer/payer/buyer. In step (2), the drawee accepts the draft by signing on the back of the draft to promise to honor the draft 30 days later. But in step (3), the collecting bank releases the shipping documents to
