外贸合同英文范本实例 - 完整条款及法律解释

Article 1 - Definitions

In this Agreement, the following words and expressions shall have the following meanings:

(a) 'Goods' means the goods as specified in the Contract.

(b) 'Contract' means the Contract between the Seller and the Buyer for the sale and purchase of the Goods, comprising this Agreement and all documents referred to herein.

(c) 'Seller' means the person or firm named in the Contract as the seller of the Goods.

(d) 'Buyer' means the person or firm named in the Contract as the buyer of the Goods.

Article 2 - Formation of Contract

2.1 The Contract is formed when the Buyer's order is accepted by the Seller in accordance with conditions set forth herein.

2.2 The Contract shall constitute the entire agreement between the parties and shall supersede all previous negotiations, representations, warranties and agreements, whether written or oral.

Article 3 - Price and Payment

3.1 The price of the Goods shall be the price stated in the Contract and shall be payable in the currency and in the manner stated therein.

3.2 The Buyer shall pay the price in full without any deductions or set-off.

Article 4 - Delivery

4.1 The Seller shall deliver the Goods to the Buyer at the place and on the date stated in the Contract.

4.2 The Seller shall provide the Buyer with delivery documents as specified in the Contract.

Article 5 - Warranty

5.1 The Seller warrants that the Goods will be of satisfactory quality and fit for the purpose for which they are intended.

5.2 The Buyer shall inspect the Goods immediately upon delivery and shall notify the Seller in writing within three (3) days of delivery of any claims for non-conformity with the Contract.

Article 6 - Force Majeure

6.1 In the event of any circumstances or act beyond either party’s reasonable control, the affected party shall be excused from any delay or failure in performance of its obligations under the Contract.

Article 7 - Termination

7.1 Either party may terminate the Contract by giving written notice to the other party if:

(a) the other party fails to perform any material obligation under the Contract and fails to remedy such breach within thirty (30) days after receipt of notice specifying the breach; or

(b) the other party becomes insolvent or bankrupt.

Article 8 - Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws provisions.