技术出口合同范本

1、技术出口合同范本Contract for Equipment Sales and Technology Licensing Contract No. _ThisContract(hereinafterreferredto as the “Contract ”)is madeand entered intoas of _ (the date of signature)in _ (the place of signature) through friendly negotiation by and between _, a company incorporated and existing und

2、er the laws of _ with its registered address at - _, and with its principalplaceofbusinessat_(hereinafter referred _, ato as the “ Buyer ” company incorporated and), and existingunder the laws of the People s Republic of China with itsregistered address at-_, andwithitsprincipalplaceofbusiness_(here

3、inafter referred to asatthe“Seller”).theWhereas, the Buyer desires to engage the Seller to provide Equipment, related design, Technical Documentation,2016 全新精品资料 - 全新公文范文 -全程指导写作独家原创1/45Technical Service and Technical Training and to obtain from the Seller a license of Patent and/or Know-how in rela

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

5、cle 11.5.1.2“Commissioning ” means the operationof the Equipmentin accordance with Article 11.4 for the purpose of carrying out Performance Test.1.3“Contract ” means thisContractsigned by and betweenthe Buyer and the Seller, including Appendices attached which shall form an integral part of this Con

6、tract.1.4“ Contract Products” refers to all types of theproducts manufactured with Patent and/or Know-how under the Contract, details of which are specified in Appendix 1.1.5“DestinationAirport”refers to _Airport.1.6“EffectiveDate ofthe Contract ” means the date whenthe Contract enters into force up

7、on fulfillment of all the conditions stated in Article 18.1.2016 全新精品资料 - 全新公文范文 -全程指导写作独家原创2/451.7“ Equipment ”means theequipment,machinery,instruments, spare parts and materials supplied by the Selleras listed in Appendix 3.1.8“ Erection ” means placingtheEquipmenttothepositions according to the d

8、esign drawings, and connecting itwith relevant equipment and utilities.1.9“ Improvement ” referstonew findingsand/ormodifications made in the validity period of the Contract byeither party on Patent and/or Know-how inthe formof newdesigns, formulas,recipes,ingredients,indices,parameters,calculations

9、, or any other indicators.1.10“Job Site ” means the sitewhere the Equipment shallbe located and/or erected, namely _.1.11“ Know-how” referstoanyvaluabletechnicalknowledge,data,indices,drawings,designsandothertechnicalinformation,concerningtheErection,TestRun,Commissioning, Performance Test ，operatio

10、nand maintenance forthe Equipment as wellas manufactureoftheContractProducts,developed and owned or legally acquired and possessed by theSeller and disclosed to the Buyer by the Seller, which isunknown toeitherpublicor theBuyerbefore theDate ofEffectivenessofthisContract,and forwhichappropriate2016

11、全新精品资料 - 全新公文范文 -全程指导写作独家原创3/45protection 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 theaccumulated invoicevalue of shipped goods has reached _ ( )percent o

12、f the total Equipment price.1.13“Patent ” refers to any and all of the effectivepatent rightspossessed by the Sellerand licensedto the Buyerunder the Contract in connection with the Erection, Test Run,Commissioning,Performance Test,operationand maintenance forthe Equipment, as well as manufacture of

13、 the ContractProducts,the No. and list of which are set forth in Appendix 3.1.14 “Performance Test whether the Equipment is specified in Appendix 1.” means the tests for examining able to meet guarantee figures1.15“ Technical Documentation” meansthetechnicalindicesanddata,specifications,drawings,pro

14、cesses,technical andquality standards, and otherdocuments carryingthe descriptionsand explanationsof Patent,Know-howand othertechnical information, in connection with the Erection, TestRun, Commissioning, Performance Test ， operation and maintenance for the Equipment, as well as manufacture of the20

15、16 全新精品资料 - 全新公文范文 -全程指导写作独家原创4/45Contract Products, to be provided by the Seller as listed in Appendix 4.1.16“TechnicalService ”means the technical instruction,assistanceand guidance rendered by theSeller as per Appendix6.1.17“TechnicalTraining ” means the trainingrenderedby the Seller as per Appen

16、dix 7.1.18“Test Run” means the initialrun of a singlemachineor 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 Equipment as per

17、 Article 12.Article 2 Scope of the Contract2.1 The Sellers Obligationdesign, Technical Documentation, and conduct the TechnicalServiceand TechnicalTraining,and grantthe Buyer a righttouse the Patent and/or Know-how as set forth in the Contract.The Sellershallsupply the Equipment which is listed2016

18、全新精品资料 - 全新公文范文 -全程指导写作独家原创5/45Appendix 5, and submit to the Buyer the Technical Documentation listed in Appendix 4.2.2 The Buyers Obligationexpenses,providethe Sellerwith allinformationand data concerningthedesignasperAppendix2.TheBuyershallensurethecompleteness,correctnessand accuracy ofallsuch in

19、formationand data.2.2.2The Buyer shallat his own costsand expenses, obtainall necessary import permits, undertake customs clearance,take deliveryof the Equipment to be suppliedby the Sellerandtransport them to the Job Site in time.2.2.3 The Buyer shall at his own costs and expenses,perform allthe ci

20、vil works, construction,Erection,TestRun，Commissioning and Performance Test inaccordancewiththeTechnicalDocumentationunder the TechnicalServicesrenderedby the Seller as per Appendix 6.2.2.4The Buyer shallat his own costsand expenses, supply2016 全新精品资料 - 全新公文范文 -全程指导写作独家原创6/45alltheequipments,spare p

21、artsand facilitiesrequired,exceptfor 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,labor,tools,utilitiesand the Job Siteintimefor Erection,Test Run, Commissioning, and Performance T

22、est as specified inAppendix 2.2.2.6 The Buyer shall at his own costs and expenses,performnecessary administrationand securityguard atthe JobSite.Article 3 Grant of License3.1 The Seller agrees to grant to the Buyer and the Buyeragrees to obtain from the Seller a license to manufacture theContract Pr

23、oducts as well as to conduct Erection, Test Run,Commissioning,Performance Test,operationand maintenance forthe Equipment with Patent and/orKnow-how as wellas touse andsellthe ContractProducts. The name, model, specification,andtechnicaldataoftheContractProductsaredetailedinAppendix 1. The Buyer shal

24、lnot makeuseof Patent and/orKnow-how for any purposes other than those stipulated in theContract without prior written approval from the Seller. Theannual output of the Contract Products manufactured by the2016 全新精品资料 - 全新公文范文 -全程指导写作独家原创7/45Buyer shall in no case exceed _.3.2(Option1) The licensegr

25、anted under the Contractshallbe an exclusivelicense.The Sellershallnot retainitsrightto grant the licensesto any thirdparties,or to explorePatentand/or Know-how as well as to sell the Contract Products byitself within the territory specified in Article 3.4.(Option 2) The license granted under the Co

26、ntract shallbe a non-exclusive license. The Seller shall retain its rightto grant the licenses to any third parties, and to explorePatent and/or Know-howas wellas to sellthe ContractProductsby itself within the territory specified in Article 3.4.3.3 The license granted under the Contract shall be an

27、on-transferableand non-sublicensinglicense,under which theBuyershallneitherbeentitledtotransfernorgrantsub-license to any third party without prior written approvalfrom the Seller.3.4 Territoryonly within the territory of _ (country orregion).The Buyer shallnot explorePatent and/or Know-how inany pl

28、ace other than the Job Site without previous written consent of the Seller.2016 全新精品资料 - 全新公文范文 -全程指导写作独家原创8/45to use and sellthe ContractProducts only withinthe territoryof _ (Country or region). In case theBuyer fails to perform its obligations under this Clause, allthe actuallosses and damagesthu

29、s incurredto the Sellershallbe borne by the Buyer, and the Seller shall have the right toterminatetheContractwithoutprejudicetoanyremediesspecified in the Contract.4.1 The Buyer agrees to pay the total Contract price, Technical Training and Technical Service fee to the Seller.4.2The total Contractpr

30、ice,includingprice of theEquipment, design, Technical Documentation and a license feeinafixedamount,shallbe_(say_ only).The breakdown price is as follows:ThepriceforEquipmentis_(say_ only).Fee fordesign is _(say _only).Fee forTechnicalDocumentationsis_(say_ only).2016 全新精品资料 - 全新公文范文 -全程指导写作独家原创9/45

31、Licensefee is _(Say: _only)deliveryCIF_ Port,and the TechnicalDocumentations is fordelivery CIP (by air) _ Airport. CIF and CIP term shallbe interpretedin accordance with INCOTERMS2019, issued by theINTERNATIONAL CHAMBER OF COMMERCE (ICC).The totalContractpriceincludesthe pricefor spareparts listed

32、in Appendix 3. However, the total Contract pricedoes not cover the supply of any other spare parts.At the Buyer s request, the Seller may provide with any other spare parts.A separate agreement shall be signed between the parties.4.3The totalContractpricedoes not cover the TechnicalService fee and T

33、echnical Training fee specified in Appendix6,7.4.4 The total Contract price as well as the TechnicalTraining and Technical Service fee shall not be regarded or in any way be explained or interpreted as covering any of thecustom duties, taxes, or charges, fees, and expenses unless expressly listed in

34、 the Contract.Article 5 Payment2016 全新精品资料 - 全新公文范文 -全程指导写作独家原创10/455.1 Down PaymentWithin_ ( ) days aftersigningthe Contract,the Buyershallpay _ ( ) percent of the totalContractpriceamounting_ by T/T to the Seller.5.2 Option One: Payment by Sight L/CThe balance of the total Contract price amounting

35、 _( says _ only ) shall be paid by an irrevocable Letter ofCredit at sight, issued within _ ( ) days after signing theContract by a reputable bank in _ acceptable to the Sellerin favorof the Seller.The Letterof Creditshallbe availableuponthepresentationofthefollowingdocumentstill_(specificexpiration

36、date or a specificcircumstanceforthe expiration of the Letter of Credit)._ ()percentofthetotalContractpriceamounting _ (say _ only)shallbe paid by the Buyer to theSeller within _ days after the following documents havebeen submitted by the Seller:(a)Billof Lading in one (1)originaland _ ( ) copies;(

37、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 _ ( )2016 全新精品资料 - 全新公文范文 -全程指导写作独家原创11/45copies;(e) InsurancePolicyin one (1)originaland _ ( ) copies;5.2.2_()percentofthetotalContractp

38、riceamounting _ (say_ only) shallbe paid by the Buyer to theSeller within _ days after the following documents havebeen submitted by the Seller:(a) One (1) copy of the Acceptance Certificate signed bythe Buyer as per Article11.5, or the Seller s written statementspecifying the lapse of more than sev

39、en (7) days after theSeller s notice requesting the Buyer to issue the AcceptanceCertificate in accordance with Article 11.5;(b)One ( 1 ) copy of commercial invoice.5.2.3_()percentofthetotalContractpriceamounting _ (say_ only) shallbe paid by the Buyer to theSeller within _ days after the following

40、documents havebeen 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 Option Two: Payment under a L/GThebalance of the totalContractpriceamounting _ (say_ only ), plus interest for deferred payment in the amo

41、unt2016 全新精品资料 - 全新公文范文 -全程指导写作独家原创12/45of _ (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 an irrevocable Letter of Guarantee in favor of the Seller as per the Appendix 11, issued within _ ( ) d

42、ays after signing the Contract by the reputable bank in _ acceptable to the Seller.5.3 All the banking charges incurred in the Seller shall be borne by the Seller while those incurred outside thes bankSeller s bank shall be borne by the Buyer.Article6DeliveryofEquipmentandTechnicalDocumentation6.1 T

43、he Delivery of the Equipmentshall be completed within _ ( ) months from the EffectiveDate of the Contract.the Contract,the Sellershallsend to the Buyer a preliminarydelivery schedule by fax.Not later than _ ( ) days before the first shipment,the Sellershallsubmit to the Buyer the finaldeliveryschedu

44、lein three (3) copies indicatingContractnumber, dispatchnumber,name oftheEquipment,quantity,approximatedimensions,2016 全新精品资料 - 全新公文范文 -全程指导写作独家原创13/45volume of each package and time of each shipment.destination is _.Advanceshipment,partialshipmenttransshipmentare allowed,however, the Sellershallinf

45、ormandtheBuyer thirty (30) days before such shipment.(a) Contract number(b) Name 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/casesThe Sellershallairmailthe followingdocu

46、ments induplicate to the Buyer:(a) Bill of Lading(b) Commercial Invoice2016 全新精品资料 - 全新公文范文 -全程指导写作独家原创14/45(c) Packing List(d) Certificate of Origin(e) Insurance Policy.6.2 The Late Delivery of the Equipmentpay to the Buyer liquidated damages for such delay at the following rates:(a)From the firstw

47、eek to the fourthweek, the liquidateddamages shall be_ ( ) percent of the value of the delayed portion ofthe Equipment perweek(b) From the fifth week to the eighth week, the liquidated damages shall be_ ( ) percent of the value of the delayed portion ofthe Equipment per week(c) From the ninth week,

48、the liquidated damages shall be_ ( ) percent ofas one week and fractionsof less than four days shallbe omitted.2016 全新精品资料 - 全新公文范文 -全程指导写作独家原创15/45The totalaggregateamount of theliquidateddamages shallnotexceed _ ( ) percent of the value of the delayed portionEquipment.6.2.3 The Seller shall be released from the liability totheBuyer what