ICC International Sales Demonstration Contract ICC General Sales Terms (B)
First outline
1.1 these general provisions are intended to be used in conjunction with the specific terms and conditions (part A) of ICC international sale of goods (only for finished products for resale).
But it can also be incorporated into any sales contract separately.
In the case that the general clause (part B) is independent of the specific provisions (part A), any reference to the A part in the B part will be interpreted as invoking any relevant specific terms stipulated by the two parties.
Once the general terms are inconsistent with the specific terms stipulated by both parties, the specific terms shall prevail.
1.2 the terms and conditions contained in the contract itself, i.e. general terms and any specific terms stipulated by the two parties, are not implied or implied in any contract related problems.
A. United Nations Convention on Contracts for the international sale of goods (Vienna convention 1980).
Hereinafter referred to as GIGS) jurisdiction; and
B. where CISG does not specify these problems, it shall refer to the laws of the country where the seller is located.
1.3 the quoting of trade terms (such as EXW, FCA, etc.) is regarded as a reference to the relevant terms of INCOTERMS published by ICC.
1.4 any references to the publications of the International Chamber of commerce are regarded as invoking the current version of the contract.
1.5 any amendment to the contract shall be void unless it is agreed or proved in writing.
However, if the act of one party has been trusted by the other ten thousand parties, the party shall not claim this provision in this regard.
Characteristics of second goods
2.1 mutually agreed, unless expressly mentioned in the contract, the information, such as weight, size, capacity, price, color and other data contained in the catalogues, leaflets, leaflets, advertisements, illustrations and price lists provided by the seller, shall not enter into force as the terms of the contract.
2.2 unless otherwise agreed, although the buyer may have the software, drawings and so on, he has not obtained their property rights accordingly.
The seller is still the sole owner of intellectual property or industrial property related to the goods.
Inspection of third goods before shipment
If both parties have agreed that the buyer has the right to inspect the goods before shipment, the seller must install the goods.
Notify the buyer that the goods are ready for inspection at the agreed place within a reasonable time before shipment.
Fourth prices
4.1 if there is no agreed price, the price listed in the seller's current price list shall be used when the contract is established.
If there is no such price, the general price of such goods should be adopted when the contract is established.
4.2 unless otherwise agreed in writing, the price does not include value added tax, and price adjustment is not allowed.
The price shown in the 4.3A-2 form (contract price) includes any costs borne by the seller under the contract.
However, if the seller is responsible for any cost which shall be borne by the Buyer under the contract (for example, the freight or insurance premium under the terms of EXW and FCA), the amount shall not be considered included in the price shown in the form A 2, and shall be reimburse to the seller by the buyer.
Fifth terms of payment
5.1 unless otherwise stated in writing, the agreed price and any other buyer's amount owed to Seller shall be deduct on credit and the payment time shall be 30 days from the date of invoice.
The amount of maturity, unless otherwise agreed, shall be pferred by telex to the seller's Bank in the seller's country.
It is credited to the seller's account, and when the amount of each other is received in the form of available funds from the seller's Bank, it is deemed that the buyer has fulfilled his obligation to pay.
5.2 if the two parties agree to prepay the loan and have no other indication, unless otherwise agreed, the prepayment shall be regarded as the prepayment of the entire price, and must be agreed on the agreed date of delivery, at least 30 days before the date of delivery, at the seller's Bank in the form of available funds.
If the parties agree to pay only part of the contract price, the payment terms of the balance shall be governed by the rules specified in this article.
5.3 if the two parties agree to make payment by documentary credit, unless otherwise agreed, according to the uniform customs and Practice for documentary credits issued by the International Chamber of Commerce, the buyer must arrange for a reputable bank to issue documentary credits in favour of the seller, and must notify the seller at least 30 days before the agreed delivery date or agreed delivery date.
Unless otherwise agreed, the documentary credit must be paid at sight and partial shipment and phipment are allowed.
5.4 if the two parties agree to make payment in the form of restricted collection, they shall be D/P unless otherwise agreed.
In any case, the documents should be dealt with according to the uniform rules of collection issued by the International Chamber of Commerce.
5.5 under the circumstances that both parties have agreed to guarantee payment of goods by bank guarantee, the buyer shall, at least 30 days before the agreed delivery date or at least 30 days prior to the agreed delivery date, pass a reputable bank and provide a sight guarantee bank guarantee in accordance with the uniform rules of sight guarantee issued by the International Chamber of Commerce, or open a standby letter of credit in accordance with this rule or the uniform customs and practice of documentary credits issued by the International Chamber of Commerce.
Sixth interest on deferred payment
6.1 if a party has a certain amount of money which is not paid at maturity, the other party has the right to obtain the interest from the date of maturity to the date of payment.
6.2 unless otherwise agreed, the interest rate should be 2% higher than the average short-term loan interest rate of the bank which is charged to the reputable borrowers in the currency of payment.
If there is no such interest rate in the area, the same interest rate shall be set in the currency of payment.
If there is no such interest rate in both places, it should be based on the appropriate interest rate determined by the law of the currency of payment.
Seventh estimates of ownership
If the parties have effectively agreed to retain ownership, the ownership of the goods will remain the seller until the payment is completed.
Or by other conventions.
Eighth terms of contract delivery
Unless otherwise agreed, the term "EXW" should be used as the term of delivery.
Ninth documents
Unless otherwise agreed, the Seller shall provide the documents specified in the terms of trade of the International Chamber of Commerce (if any); if there are no terms of trade applicable to the International Chamber of Commerce, they shall be dealt with according to the previous paction.
Tenth delayed delivery, no delivery and corresponding relief measures
10.1 if there is any delay in delivery of any goods, the buyer shall have the right to claim damages.
Every week for a week, the amount is 0.5% of the price of the goods, or the other rates are agreed, but the buyer should inform the seller of the delay in delivery.
The buyer shall notify the seller of the goods within 15 days after the agreed delivery date, and the damages shall be drawn from the agreed date of delivery or the last day of the agreed delivery date. If the Buyer notifies the seller more than 15 days after the agreed delivery date, the damage compensation shall start from the date of notice.
The prescribed damages for delay in delivery shall not exceed 5% of the value of the late delivery of the goods, or the other maximum amount that may be agreed upon.
10.2 if the two parties have a cancellation date in the A-9 form, the buyer can notify the seller to terminate the contract for any reason (including force majeure event) which is still shown on delivery date until the date of termination.
10.3 if 10.2 is not applicable and if the buyer has the right to obtain the maximum amount of damages specified in article 10.1, the seller will still deliver the goods, and the buyer may notify in writing the termination of the contract for the part of the delay in delivery, provided that the seller still fails to deliver the goods within 5 days after receipt of the notice.
10.4 in the event of termination of contract under Section 10.2 or 10.3, the buyer shall have the right to claim additional compensation not exceeding 10% of the price of the undelivered goods except for any amount paid or payable under Section 10.1.
10.5 the relief measures in this article do not include any other relief measures for delayed delivery or non delivery.
Eleventh barcode cargo does not match.
11.1 the buyer should inspect the goods as soon as possible after the goods arrive at the destination. The buyer is ready to notify the seller in writing within 15 days from the date of discovery or the goods should be found to be inconsistent.
In addition, if the buyer fails to notify the seller of the goods within 12 months from the date of arrival of the goods, he must not claim any relief for the goods.
11.2 although there is a slight discrepancy in specific trade or bilateral pactions, the goods are still considered to be in conformity with the contract stipulations, but the buyer has the right to do so, requiring the specific price reductions in specific trade or bilateral pactions.
11.3 if the goods do not conform (as long as the buyer has notified 11.2 of the goods but does not decide to retain these discrepancies in the notice, the seller may choose:
A) replacing goods that are not in conformity with the contract without additional cost to the buyer; or
B) to repair the goods without additional costs to the buyer; or
C) reimburse the buyer from the payment of the goods and terminate the contract.
With regard to the period between the date of informing the goods under article 11.1 and subsection 11.3 (a) to provide a substitute or to repair the goods between 11.3 (b), the buyer shall have the right to ask for the prescribed amount of damages specified in Clause 10.1 for each week after delay, which can be combined with the amount of damages (if any) payable under Section 10.1, but in any case, the total amount of the goods shall not exceed 5% of the price of the goods.
11.4 if the buyer has the right to obtain the maximum amount of damages specified in Clause 11.3, the seller still fails to fulfil his obligations under section 11.3, and the buyer shall have the right to terminate the part of the contract without notice in writing, unless the seller repairs or provides substitute goods within 5 days of receipt of the notice.
11.5 if the contract is terminated in accordance with Clause 11.3 (C) or 11.4, it shall be paid in addition to article 11.3 as a refund for the price and delay in damages.
The buyer may request no additional damages for 10% of the price of the discrepancies.
11.6 if the buyer chooses to retain the discrepant goods, the buyer shall have the right to obtain the difference between the value of the goods at the agreed destination and the value of the goods at the same place when the contract is equal to the contract, but at most should not exceed 15% of the price of the goods.
11.7 unless otherwise agreed in writing, the method of payment under this article (eleventh) does not include any other remedy which is not in conformity with the goods.
11.8 unless otherwise agreed in writing, 2 years after the date of arrival of the goods, the buyer shall not bring any action against the goods to the court or apply for arbitration to the arbitration tribunal.
The parties expressly agree that after the expiry of this period, the buyer will not confront the seller's discrepancy or counterclaim against any action filed by the Seller due to the buyer's failure to perform the contract.
The cooperation between twelfth parties
12.1 the buyer shall notify the seller in time of any claim made by his client or the third to the goods delivered or the intellectual property rights related to the goods.
12.2 the Seller shall notify the buyer in time of any suit that may involve the buyer's product liability.
Thirteenth force majeure
13.1 a party is irresponsible for its failure to perform its obligations if he can prove:
A) failure to perform obligations is caused by obstacles that cannot be controlled by him.
B) in the conclusion of a contract, it is not reasonable to foresee that he has taken into account the impediment and its ability to perform other contracts, and
C) he can not reasonably avoid or overcome this obstacle or influence.
13.2 if a party who requests a waiver, after he knows the impact of this obstacle and its ability to perform his contract, he should notify the other party as soon as possible at the actual speed, and the notice should also be issued when the reason for the obstruction and its influence on the performance of his contract is removed.
If no notice is given, the party shall bear the liability for damages which he could have avoided.
13.3 without prejudice to the validity of article 10.2, the exemption reasons under this paragraph shall be extended to the extent that it is within this limit.
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