技术进口合同范本(英文)

1、技术进口合同范本(英文)Contract for Equipment Sales and Technology Licensing Contract No. _This Contract (hereinafter referred to as the “Contract”) is made and entered into as of _ (the date of signature ) in _ (the place of signature) through friendly negotiation by and between _, a company incorporated and

2、existing under the laws of _ with its registered address at _, and with its principal place of business at _ (hereinafter referred to as the “Buyer”), and _, a company incorporated and existing under the laws of the Peoples Republic of China with its registered address at _, and with its principal p

3、lace of business at _(hereinafter referred to as the “Seller”). Whereas, the Buyer desires to engage the Seller to provide the Equipment, related design, Technical Documentation, Technical Service and Technical Training and to obtain from the Seller a license of Patent and/or Know-how in relation to

4、 the Erection, Test Run, Commissioning, Performance Test，operation and maintenance for the Equipment, as well as manufacture of the Contract Products. Now it is hereby mutually agreed as follows:Article 1 Definitions1.1 “Acceptance ”means the Buyer accepted the Equipment in accordance with Article 1

5、1.5. 1.2 “Commissioning” means the operation of the Equipment in accordance with Article 11.4 for the purpose of carrying out Performance Test.1.3 “Contract” means this Contract signed by and between the Buyer and the Seller, including Appendices attached which shall form an integral part of this Co

6、ntract.1.4 “Contract Products” refers to all types of the products manufactured with Patent and/or Know-how under the Contract, details of which are specified in Appendix 1.1.5 “Destination Airport” refers to _Airport.1.6 “Effective Date of the Contract” means the date when the Contract enters into

7、force upon fulfillment of all the conditions stated in Article 18.1.1.7 “Equipment” means the equipment, machinery, instruments, spare parts and materials supplied by the Seller as listed in Appendix 3.1.8 “Erection” means placing the Equipment to the positions according to the design drawings, and

8、connecting it with relevant equipment and utilities.1.9 “Improvement” refers to new findings and/or modifications made in the validity period of the Contract by either party on Patent and/or Know-how in the form of new designs, formulas, recipes, ingredients, indices, parameters, calculations, or an

9、y other indicators.1.10 “Job Site” means the site where the Equipment shall be located and/or erected, namely _. 1.11 “Know-how” refers to any valuable technical knowledge, data, indices, drawings, designs and other technical information, concerning the Erection, Test Run, Commissioning, Performance

10、 Test，operation and maintenance for the Equipment as well as manufacture of the Contract Products, developed and owned or legally acquired and possessed by the Seller and disclosed to the Buyer by the Seller, which is unknown to either public or the Buyer before the Date of Effectiveness of this Con

11、tract, and for which appropriate protection measures have been taken by the Seller for keeping Know-how in secrecy. The specific description of Know-how is set forth in Appendix 3.1.12 “Last Shipment” means the shipment with which the accumulated invoice value of shipped goods has reached _ ( ) perc

12、ent of the total Equipment price.1.13 “Patent” refers to any and all of the effective patent rights possessed by the Seller and licensed to the Buyer under the Contract in connection with the Erection, Test Run, Commissioning, Performance Test,operation and maintenance for the Equipment, as well as

13、manufacture of the Contract Products, the No. and list of which are set forth in Appendix 3.1.14 “Performance Test” means the tests for examining whether the Equipment is able to meet guarantee figures specified in Appendix 1. 1.15 “Technical Documentation” means the technical indices and data, spec

14、ifications, drawings, processes, technical and quality standards, and other documents carrying the descriptions and explanations of Patent, Know-how and other technical information, in connection with the Erection, Test Run, Commissioning, Performance Test，operation and maintenance for the Equipment

15、, as well as manufacture of the Contract Products, to be provided by the Seller as listed in Appendix 4.1.16 “Technical Service” means the technical instruction, assistance and guidance rendered by the Seller as per Appendix 6. 1.17 “Technical Training ” means the training rendered by the Seller as

16、per Appendix 7.1.18 “Test Run” means the initial run of a single machine or the whole system of the Equipment without materials.1.19 “Warranty Period” means the period of the warranty given by the Seller as specified in Article 12.2, during which the Seller is responsible for the defects of the Equi

17、pment as per Article 12. Article 2 Scope of the Contract2.1 The Sellers Obligation2.1.1 The Seller shall supply the Equipment, provide the design, Technical Documentation, and conduct the Technical Service and Technical Training, and grant the Buyer a right to use the Patent and/or Know-how as set f

18、orth in the Contract.2.1.2 The Seller shall supply the Equipment which is listed in Appendix 3, the specification is detailed in Appendix 1. 2.1.3 The Seller shall provide design in accordance with Appendix 5, and submit to the Buyer the Technical Documentation listed in Appendix 4.2.1.4 The Seller

19、shall conduct the Technical Services at the Job Site as per Appendix 6.2.1.5 The Seller shall conduct the Technical Training as per Appendix 7.2.2 The Buyers Obligation2.2.1 The Buyer shall at his own costs and expenses, provide the Seller with all information and data concerning the design as per A

20、ppendix 2. The Buyer shall ensure the completeness, correctness and accuracy of all such information and data.2.2.2 The Buyer shall at his own costs and expenses, obtain all necessary import permits, undertake customs clearance, take delivery of the Equipment to be supplied by the Seller and transpo

21、rt them to the Job Site in time.2.2.3 The Buyer shall at his own costs and expenses, perform all the civil works, construction, Erection, Test Run， Commissioning and Performance Test in accordance with the Technical Documentation under the Technical Services rendered by the Seller as per Appendix 6.

22、2.2.4 The Buyer shall at his own costs and expenses, supply all the equipments, spare parts and facilities required, except for the Equipment supplied by the Seller as per Appendix 3. 2.2.5 The Buyer shall at his own costs and expenses, provide the qualified and appropriate technical personnel, labo

23、r, tools, utilities and the Job Site in time for Erection, Test Run, Commissioning, and Performance Test as specified in Appendix 2. 2.2.6 The Buyer shall at his own costs and expenses, perform necessary administration and security guard at the Job Site.Article 3 Grant of License3.1 The Seller agree

24、s to grant to the Buyer and the Buyer agrees to obtain from the Seller a license to manufacture the Contract Products as well as to conduct Erection, Test Run, Commissioning, Performance Test, operation and maintenance for the Equipment with Patent and/or Know-how as well as to use and sell the Cont

25、ract Products. The name, model, specification, and technical data of the Contract Products are detailed in Appendix 1. The Buyer shall not make use of Patent and/or Know-how for any purposes other than those stipulated in the Contract without prior written approval from the Seller. The annual output

26、 of the Contract Products manufactured by the Buyer shall in no case exceed _. 3.2 (Option 1) The license granted under the Contract shall be an exclusive license. The Seller shall not retain its right to grant the licenses to any third parties, or to explore Patent and/or Know-how as well as to sel

27、l the Contract Products by itself within the territory specified in Article 3.4. (Option 2) The license granted under the Contract shall be a non-exclusive license. The Seller shall retain its right to grant the licenses to any third parties, and to explore Patent and/or Know-how as well as to sell

28、the Contract Products by itself within the territory specified in Article 3.4.3.3 The license granted under the Contract shall be a non-transferable and non-sublicensing license, under which the Buyer shall neither be entitled to transfer nor grant sub-license to any third party without prior writte

29、n approval from the Seller.3.4 Territory3.4.1 The Seller agrees to grant the license to the Buyer only within the territory of _ (country or region). The Buyer shall not explore Patent and/or Know-how in any place other than the Job Site without previous written consent of the Seller.3.4.2 The Selle

30、r agrees to grant a license to the Buyer to use and sell the Contract Products only within the territory of _ (Country or region). In case the Buyer fails to perform its obligations under this Clause, all the actual losses and damages thus incurred to the Seller shall be borne by the Buyer, and the

31、Seller shall have the right to terminate the Contract without prejudice to any remedies specified in the Contract.Article 4 Price 4.1 The Buyer agrees to pay the total Contract price, Technical Training and Technical Service fee to the Seller.4.2 The total Contract price, including price of the Equi

32、pment, design, Technical Documentation and a license fee in a fixed amount, shall be _(say _ only). The breakdown price is as follows:The price for Equipment is _(say _ only). Fee for design is _(say _ only). Fee for Technical Documentations is _(say _ only).License fee is _(Say: _ only)4.2.1 The to

33、tal Contract price for the Equipment is for delivery CIF_ Port, and the Technical Documentations is for delivery CIP (by air) _ Airport. CIF and CIP term shall be interpreted in accordance with INCOTERMS 2000, issued by the INTERNATIONAL CHAMBER OF COMMERCE (ICC).4.2.2 The total Contract price inclu

34、des the price for spare parts listed in Appendix 3. However, the total Contract price does not cover the supply of any other spare parts. At the Buyers request, the Seller may provide with any other spare parts. A separate agreement shall be signed between the parties.4.2.3 The above price is fixed

35、and firm.4.3 The total Contract price does not cover the Technical Service fee and Technical Training fee specified in Appendix 6,7.4.4 The total Contract price as well as the Technical Training and Technical Service fee shall not be regarded or in any way be explained or interpreted as covering any

36、 of the custom duties, taxes, or charges, fees, and expenses unless expressly listed in the Contract. Article 5 Payment 5.1 Down PaymentWithin _ ( ) days after signing the Contract, the Buyer shall pay _ ( ) percent of the total Contract price amounting _ by T/T to the Seller. .The Beginning of Opti

37、on.5.2 Option One: Payment by Sight L/CThe balance of the total Contract price amounting _ ( says _ only ) shall be paid by an irrevocable Letter of Credit at sight, issued within _ ( ) days after signing the Contract by a reputable bank in _ acceptable to the Seller in favor of the Seller. The Lett

38、er of Credit shall be available upon the presentation of the following documents till _(specific expiration date or a specific circumstance for the expiration of the Letter of Credit).5.2.1 _ ( ) percent of the total Contract price amounting _ (say _ only) shall be paid by the Buyer to the Seller wi

39、thin _ days after the following documents have been submitted by the Seller: (a) Bill of Lading in one (1) original and _ ( ) copies;(b) Commercial Invoice in one (1) original and _ ( ) copies;(c) Packing list in one (1) original and _ ( ) copies;(d) Certificate of Origin in one (1) original and _ (

40、 ) copies;(e) Insurance Policy in one (1) original and _ ( ) copies;5.2.2 _ ( ) percent of the total Contract price amounting _ (say _ only) shall be paid by the Buyer to the Seller within _ days after the following documents have been submitted by the Seller:(a) One (1) copy of the Acceptance Certi

41、ficate signed by the Buyer as per Article 11.5, or the Sellers written statement specifying the lapse of more than seven (7) days after the Sellers notice requesting the Buyer to issue the Acceptance Certificate in accordance with Article 11.5;(b)One ( 1 ) copy of commercial invoice.5.2.3 _ ( ) perc

42、ent of the total Contract price amounting _ (say _ only) shall be paid by the Buyer to the Seller within _ days after the following documents have been submitted by the Seller: a) One (1) original Letter of Retention Guarantee in the form of Appendix 10; b) One (1) copy of Commercial Invoice.5.2 Opt

43、ion Two: Payment under a L/GThe balance of the total Contract price amounting _ (say _ only ), plus interest for deferred payment in the amount of _ (say _ only ), totaling _ (say _ only ) as detailed in Appendix 12 shall be paid by the Buyer by installments as specified in Appendix 12 and backed by

44、 an irrevocable Letter of Guarantee in favor of the Seller as per the Appendix 11, issued within _ ( ) days after signing the Contract by the reputable bank in _ acceptable to the Seller. .The End of Option.5.3 All the banking charges incurred in the Sellers bank shall be borne by the Seller while t

45、hose incurred outside the Sellers bank shall be borne by the Buyer.Article 6 Delivery of Equipment and Technical Documentation 6.1 The Delivery of the Equipment 6.1.1 The delivery of the Equipment listed in Appendix 3 shall be completed within _ ( ) months from the Effective Date of the Contract.6.1

46、.2 Within _ ( ) months after the Effective Date of the Contract, the Seller shall send to the Buyer a preliminary delivery schedule by fax.Not later than _ ( ) days before the first shipment, the Seller shall submit to the Buyer the final delivery schedule in three (3) copies indicating Contract num

47、ber, dispatch number, name of the Equipment, quantity, approximate dimensions, volume of each package and time of each shipment.6.1.3 The port of shipment is _, while the port of destination is _.6.1.4 Advance shipment, partial shipment and transshipment are allowed, however, the Seller shall inform

48、 the Buyer thirty (30) days before such shipment.6.1.5 The date of Bill of Lading for each shipment shall be considered as the actual delivery date.6.1.6 The Seller shall notify the Buyer by fax of the following within five (5) working days after each shipment is effected:(a) Contract number(b) Name

49、 of the vessel and loading port(c) Name of the Equipment shipped(d) Number and date of Bill of Lading(e) Total volume(f) Total gross and net weight(g) Total number of packages/cases6.1.7 The Seller shall airmail the following documents in duplicate to the Buyer:(a) Bill of Lading(b) Commercial Invoi

50、ce(c) Packing List(d) Certificate of Origin(e) Insurance Policy.6.2 The Late Delivery of the Equipment6.2.1 If the Seller fails to deliver the Equipment in accordance with the final delivery schedule, the Seller shall pay to the Buyer liquidated damages for such delay at the following rates:(a) From

51、 the first week to the fourth week, the liquidated damages shall be _ ( ) percent of the value of the delayed portion of the Equipment per week(b) From the fifth week to the eighth week, the liquidated damages shall be _ ( ) percent of the value of the delayed portion of the Equipment per week(c) Fr

52、om the ninth week, the liquidated damages shall be _ ( ) percent of the value of the delayed portion of the Equipment per week6.2.2 The fractions of four days or more shall be counted as one week and fractions of less than four days shall be omitted. The total aggregate amount of the liquidated dama

53、ges shall not exceed _ ( ) percent of the value of the delayed portion Equipment.6.2.3 The Seller shall be released from the liability to the Buyer whatsoever in respect of the late delivery after his payment of liquidated damages in accordance with Article 6.2. Notwithstanding the Sellers payment o

54、f the liquidated damages for the late delivery Equipment, the Seller shall not be released from his obligation to deliver the Equipment.6.3 The Delivery of the Technical Documentation6.3.1 The Technical Documentation listed in Appendix 4 shall be delivered CIP _airport by air within _ ( ) months aft

55、er the Effective Date of the Contract.6.3.2 The date of airway bill shall be regarded as the actual delivery date of the Technical Documentation.6.3.3 Within _ ( ) working days after sending each lot of the Technical Documentation, the Seller shall inform the Buyer of the Contract number, item numbe

56、r, number and date of airway bill and the flight.6.3.4 In case of shortage, loss of or damage to the Technical Documentation due to the Sellers reason, the Seller shall make supplement to the Buyer within _ ( ) days after receiving the Buyers written notification without any further charge.Article 7 Packing and Marking7.1 The Equipment shall be packed to withstand long distance transportation, multiple handling.7.2 The Seller shall mark the following on two opposite sides of each package with indelibl