TT SALES CONTRACT
MESSRS.:
:
Date
Contract No. :
ABC Company, Ltd., as Seller, hereby confirms having sold to you as Buyer, the following
goods by this sales contract made on the above date and on the terms and conditions
hereinafter set forth. Buyer is hereby requested to sign and return the original and if any
discrepancy be found by Buyer, Seller should be informed immediately by fax or cable.
ITEM
COMMODITY &
QUANTITY
UNIT
AMOUNT
NO.
PRICE
SPECIFICATION
1
Latch (K20-61313-B)
14,000
¥ 20.40
¥ 285,600
2
Latch (K20-61314-B)
6,000
¥ 23.10
¥ 138,600
3
Latch (H19-46315/3-C)
3,500
¥ 37.65
¥ 131,775
4
Latch (H19-46315/6-C)
16,500
¥ 25.35
¥ 418,275
TOTAL AMOUNT
¥ 974,250
Buyer의 상호, 주소
Time of Shipment
: June 15, 2003
Port of Shipment
:
Inchun port
Port of Destination :
Nagoya port
Payment
By a T/T (Telegraph Transfer) within 10 days after the date of B/L
:
(*뒷면 일반조건도 알맞게 조정할 것)
Insurance
: Seller to cover the CIF price plus 10% against All Risking War
and SRCC Risks
Packing
:
Marking
:
Export standard packing
XYZ
Special Terms & Conditions :
This Contract is subject to the general and conditions set forth on back hereof :
Accepted by (Buyer)
ABC Company, Ltd.
By
:___________________
Name :
Title :
By :___________________
Name :
Title :
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GENERAL TERMS AND CONDITIONS
Both parties agree to the following terms and conditions :
Quantity :
Quantity set forth in this Contract is subject to a variation of ten (10)
percent more or less at Seller's option.
Shipment :
Date of bill of lading shall be accepted as a conclusive date of
shipment. Fourteen (14) days grace in shipping shall be allowed. Partial shipment
and/or transshipment shall be permitted unless otherwise stated in this Contract. Seller
shall not be responsible for any delay of shipment, in case the sailing of the steamer
designated by Buyer be deferred beyond the prearranged date of shipment.
Packing :
Packing shall be at Seller's option. In case special instructions are
necessary, Buyer should notify Seller thereof in time to enable Seller to comply with the
same and all additional cost thereby incurred shall be borne by Buyer. Shipping Mark
shall be made as shown in the oblong of the front page of this Contract.
In case of CIF or CIP basis, 110% of the invoice amount shall be
Insurance :
insured, unless otherwise agreed; any additional insurance required by Buyer to be at his
own expense; unless otherwise stated, insurance to be covered for marine insurance only
FPA or ICC (C) Clause. Seller may, if he deems it necessary, insure against additional
risks at Buyer's expense.
If Seller's costs of performance are increased after the date of this
Increased costs:
Contract by reason of increased freight rates, taxes or other governmental charges or
insurance rates, or if any variation in rates of exchange increases Seller's costs or reduces
Seller's return, Buyer agrees to compensate Seller for such increased cost or loss of
income. Further, if at any time Buyer requests shipment later than agreed and Seller
agrees thereto, Seller may, upon completion of manufacture, store the Goods and charge all
expenses thereby incurred to Buyer, plus reasonable storage charges when Seller stores the
Goods in its own facilities.
Payment : The Buyer shall [ ] within ...... days after the receipt of the required
documents; [ ] within ....... days after the date of the Bill of Lading pay the invoice
value of the goods to the Seller's account with the bank designated by the Seller by
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means of [ ] T/T (Telegraph Transfer)
Inspection :
The inspection of the Goods shall be done according to the export
regulation of the Republic of Korea and/or by the manufacturer(s) which shall be
considered as final. Should any specific inspector be designated by Buyer, all additional
charges incurred thereby shall be at Buyer's account and shall be added to the invoice
amount.
Warranty :
The Goods shall conform to the specification set forth in this
Contract and free from defects in material and workmanship for twelve(12) months from
the date of shipment. The extent of Seller's liability under this warranty shall be limited
to the repair or replacement as herein provided of any defective Goods or parts thereof.
Provided, however, this warranty does not extend to any of the said Goods which have
been : (a) subjected to misuse, neglect, accident or abuse, (b) improperly repaired,
installed, transported, altered or modified in any way by any other party than Seller or (c)
used in violation of instructions furnished by Seller. EXCEPT FOR THE EXPRESS
LIMITED WARRANTIES SET FORTH IN THIS ARTICLE, SELLER MAKES NO
OTHER WARRANTY TO BUYER, EXPRESS OR IMPLIED, AND HEREBY
EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. In no event shall Seller be liable to Buyer
under this Contract or otherwise for any lost profits or for indirect, incidental or
consequential damages for any reason.
Any claim by Buyer of whatever nature arising under this Contract
Claims :
shall be made by facsimile or cable within thirty(30) days after arrival of the Goods at
the destination specified in the bills of lading. Full particulars of such claim shall be
made in writing, and forwarded by registered mail to Seller within fifteen(15) days after
such fax or cabling. Buyer must submit with particulars the inspection report sworn by a
reputable surveyor acceptable to the Seller when the quality or quantity of the Goods
delivered is in dispute. Failure to make such claim within such period shall constitute
acceptance of shipment and agreement of Buyer that such shipment fully complies with
applicable terms and conditions.
Remedy :
Buyer shall, without limitation, be in default of this Contract, if
Buyer shall become insolvent, bankrupt or fail to make any payment to Seller within the
due period. In the event of Buyer's default, Seller may without prior notice thereof to
Buyer exercise any of the following remedies among others : (a) terminate this Contract;
(b) terminate this Contract as to the portion of the Goods in default only and resell them
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and recover from Buyer the difference between the price set forth in this Contract and the
price obtained upon resale, plus any incidental loss or expense; or (c) terminate the
Contract as to any unshipped balance and recover from Buyer as liquidated damages, a
sum of five (5) percent of the price of the unshipped balance. Further, it is agreed that the
rights and remedies herein reserved to Seller shall be cumulative and in addition to any
other or further rights and remedies available at law.
Force Majeure :
Neither party shall be liable for its failure to perform its obligations
hereunder if such failure is the direct result of circumstances beyond that party's reasonable
control, including but not limited to, prohibition of exportation, suspension of issuance of
export license or other government restriction, act of God, war, blockade, revolution,
insurrection, mobilization, strike, lockout or any labor dispute, civil commotion, riot,
plague or other epidemic, fire, typhoon, flood.
Patents, Trade Marks, Designs, etc. :
Buyer is to hold Seller harmless from liability for
any infringement with regard to patent, trade mark, copyright, design, pattern, etc.,
originated or chosen by Buyer.
Governing Law :
This Contract shall be governed under the laws of Korea.
Arbitration :
All disputes, controversies, or differences which may arise between
the parties, out of or in relation to or in connection with this Contract, or for the breach
thereof, shall be finally settled by arbitration in Seoul, Korea in accordance with the
Commercial Arbitration Rules of the Korean Commercial Arbitration Board. The award
rendered by the arbitrator(s) shall be final and binding upon both parties concerned.
All trade terms provided in the Contract shall be interpreted in
Trade Terms :
accordance with the latest INCOTERMS 2000 of International Chamber of Commerce.
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