CONTRACT OF GOODS PURCHASE
Contract No.: 合同号：
The Buyer: 买方：
The Seller: 卖方：
1. COMMODITY AND PRICE 商品和价格
This Contract is made by and between the Buyer and the Seller; whereby the Buyer agrees to buy and the Seller agrees to sell the commodity and on terms and conditions stipulated below:
本合同由买卖双方订立，根据下列条款和条件买方同意购买且卖方同意出售下列商品： Item No. 序号
Commodity and specifications 商品和规格
Unit Price + Price Term单价和价格术语
Total Amount in U.S.Dollar总价（美元）
TOTAL value: USD (SAY U.S. DOLLAR ONLY)总金额： 美元 (大写 美元整)
2. COUNTRY OF ORIGIN AND MANUFACTURERS: THE NETHERLANDS/ PHILIPS 原产国和制造商:
3. TIME OF SHIPMENT: 装运时间:
The Seller agrees to exercise customary & reasonable business practices to meet the Buyer’
s requested delivery dates set forth herein. The Buyer understands that shipping dates may depend upon site readiness and the Seller’s prompt receipt of all necessary information from the Buyer as well as prompt shipment of the products from its sub-supplier. The Seller shall not be liable to pay compensation to the Buyer for non, late or mis-delivery for causes beyond the Seller’
s control (and if not remedied within a reasonable time).
4. PORT OF SHIPMENT / LOADING: MAIN SEAPORT OF EUROPE
发运港/装运港 ： 欧洲主要海港
5. PORT OF DESTINATION:
目的港 ：，中国, The People’s Republic of China
6. MODE OF SHIPMENT: (in case of third party items required) 装运方式：（如果需要第三方项目）
Partial shipment not allowed- 不允许部分装运
Transhipment allowed- 允许转运
Unless otherwise stated, the Seller shall arrange delivery of the products to the Buyer at the destination port stated herein and by the appropriate transportation means as the Seller shall think fit.
7. INSURANCE: 保险
To be covered by the Seller for 110% of invoice value against war risks, all risks including TPND, breakage and leakage
应由卖方按发票金额的110% 投保战争保险 , 一切险包括TPND, 破碎及渗漏。
8. PACKING: 包装
In standard Philips Export Packing and seaworthy materials for marine transportation.
9. SHIPPING MARK: 装运标记
The Seller shall mark legibly on each package with fadeless paint the package number, gross weight, measurements and wordings such as, “KEEP AWAY FROM MOISTURE” “HANDLE WITH CARE” “THIS SIDE UP” etc. and the shipping mark:
10. PAYMENT 付款
__ days before shipment, the Buyer shall establish with first class bank a % irrevocable, L/C at sight in favor of the
Seller. The L/C should with a minimum validity of four months. 10%paid by T/T within 2 weeks against Acceptance
Certificate signed by Enduser
Any Letters of Credit established in favour of the Seller shall be issued by first class banks acceptable by the Seller which have adopted the Uniform Customs and Practice (UCP) for Documentary Credits issued by the International Chamber of Commerce (ICC), applicable at the date the Contract comes into force.
In the event, that the Buyer fails to perform this obligation, the Seller shall have the right to withdraw, cancel all or part of the contract without obtaining the Buyer’
s consent and without paying any compensation to the Buyer.
11. RETENTION OF OWNERSHIP AND DEFAULTING PAYMENTS
Without prejudice to the passing of the risks in accordance with the applicable trade term as described below, all goods shall remain the Seller’s property until all of the Seller’
s claims against the Buyer in relation to this Contract, most specifically: FULL PAYMENT, have been satisfied. The Buyer shall give any assistance in taking any measures required to protect the Seller’s property rights.
Signing of the Acceptance Certificate entitles the Seller to full and immediate payment. If the Buyer fails to pay any amount when due or shall default, then the Seller or its agent, shall be entitled without notice to the Buyer, to enter any premises in which the goods may be found and remove, hold and sell them in accordance with the applicable law.
Interest at the rate of 8% per annum will be chargeable on any outstanding account from its due date. The ownership of the products will not pass to the Buyer until all sums owing to the Seller (including interests, if any) have been paid. Levying of interest will not prejudice the Seller’s right stated above.
12. DOCUMENTS 文件
The Seller shall present the following documents a)-f) to the Paying Bank for negotiation/collection or to the Buyer in case of Payment by Remittance:
a) - Full set of Negotiable Clean on Board Ocean Bills of Lading (for sea transportation)
- Combined / Multi-modal Transport Document (for overland transportation) marked “Freight to Collect”/”
Freight Prepaid” made out to order blank endorsed notifying the Buyer. 空白抬头、空白背书、通知方为买方的联运/多式联运单据（内陆运输）标明“运费到付”/“运费预付”
- Copy of Airway Bill marked “Freight to Collect”
/ “Freight prepaid” and consigned to the Buyer at the port of destination notifying the Buyer.
b) Full set of Insurance Policy/Certificates for 110 percent of the invoice value.
c) Invoice in triplicate, indicating contract number, shipping mark and the name of vessels, etc.
d) Packing List in triplicate with indication of both gross and net weights, measurements and quantity of each item packed.
e) Certificate of Quality and Quantity, each in duplicate, issued by the manufacturers.
f) A true copy of the fax to the Buyer advising particulars of shipment within 48 hours after goods are loaded on board as specified in Clause 13 hereof.
The Seller shall, within 5 days after shipment is effected, send by airmail three extra sets of copies of the aforesaid documents (except item f) with two sets directly to the Buyer and one set directly to the Transportation Corporation at the port of destination.
13. SHIPPING ADVICE 装运通知
The Seller shall, within 48 hours after the shipment is effected, advise the Buyer by fax of the contract number, name of commodity, quantity, gross weight, invoiced value, name of the carrying vessel and the date of sailing.
14. DESPATCH AND DELIVERY 发运和交付
In case the goods cannot be despatched to their destination at the date scheduled therefor by reasons attributable to the Buyer and/or outside Seller’
s reasonable control, the Seller shall be entitled to store the goods concerned at the Buyer' expense and risk. In such case the warehouse receipt(s) shall serve as substitute(s) for the shipping documents in all respects and the Buyer undertakes to reimburse within fourteen days of our first demand any and all additional expenses so incurred.
Any delay in the fulfilment of the above-mentioned conditions will oblige the Buyer to compensate the Seller for the additional costs resulting from the suspension of the execution of the Contract. In case such delay would exceed a period of three months the Seller is entitled to cancel the Contract without any penalty or liability towards the Buyer.
延迟履行上述条件将使买方有义务赔偿卖方由于中止本合同履行而发生的额外费用。如果该等延迟超过3个月，卖方有权解除本合同，并且不应受到任何处罚或者对买方承担任何责任。 Philips will only be responsible for freight and Insurance from PMG to hospital, all charges happened during customs transference and clearance at airport or seaport will be born by I/E Corp., i.e. t
erminal handling charge, port service charge, storage charge, dispatch charge, container yard charge, demurrage charge, customs clearance charge, customs transference charge, container detention,
documentation charge, inspection charge, etc.
飞利浦医疗大系统产品的交货方式为CIP HOSPITAL条款, 即成本+运费+保险到医院. 在此条款下, 飞利浦只负责产品从工厂到医院的运费和保险, 其中包括海运及内陆运输部分. 清关和转关过程中在空港或海港发生的费用, 包括转关手续费, 报关费, 报检费, 通道费, 仓储费, 换单费, 掏箱费, 转站费, 滞箱费, 集装箱修理费, 洗箱费, 押车费, 港杂费及分拨费等都由
15. GUARANTEE OF QUALITY 质量保证
The Seller shall guarantee that the Commodity hereof is made of the best materials with first class workmanship, brand new, unused, and corresponds to all respects with the quality, specifications a
nd performance stipulated in this Contract.
16. WARRANTY 质量保证
The warranty period of the Contract Commodity supplied by the Seller shall be twelve (12) months counting from the date of Hand-over of the Contract Commodity to the End user; or fifteen (15)
months from the date of landing at the port of destination, whichever comes first.
Seller’s obligations under this warranty are limited, at Seller’
s option, to the repair or the replacement of the Commodity (or a portion thereof), or to a refund of
a portion of the price paid by the Buyer.
The above states Seller’ entire obligation and liability, and the Buyer’
s sole remedy in the event of a breach of Commodity warranty.
17. IMPORT DECLARATION CERTIFICATE 进口报关单
According to the PRC custom regulations, the import duty on service parts should be waived within the warranty period if the equipment was legally imported to China. The Buyer shall provide a copy of the following document to the Supplier within the stated time in order to obtain this waiver: 根据中国海关的规定，如果设备是合法进口到中国的，在质量保证期内维修零部件应免除进口关税的征收。买方应在下述时间内向[供货商]提供如下文件的副本以取得该等免除：
Import Declaration Certificate (within 2 weeks after the custom clearance);
Tax Exemption Certificate; or
· Receipt of Import Tax of the equipment (within 2 weeks after the custom clearance) and
· Receipt of VAT of the equipment (within 2 weeks after the custom clearance)
The free of charge replacement of defective parts during the warranty period provided by the Seller shall be void if the Buyer is unable to supply the aforesaid documents. All taxes on spare parts le
vied by the China Government shall be borne by the Buyer.
18. INSPECTION AND CLAIMS 检验和索赔
Unless otherwise specifically agreed hereto in writing by the Seller, the Seller shall inspect and test products to its specifications prior to delivery to the Buyer. The Buyer may, at its own expense, i
nspect and test the products supplied hereunder upon arrival at the Buyer’s facility.
除非卖方以书面方式作出特别相反约定，卖方应在向买方交付产品之前根据规格检验和测试产品。在货物到达买方场所后，买方可以自负费用检验和测试本合同项下提供的产品。 Within 90 days after the arrival of the goods at destination, should the quality, specifications, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyer shall, on the strength of the Inspection Certificate issued by the Inspection Bureau, notify the Seller promptly in writing of
any claim for damages or for compensation.
18.A LIMITATION OF LIABILITY
The liability, if any, of Seller and Seller’ representatives arising from this Contract is limited to a
n amount not exceeding the price of the Commodity giving rise to the liability.
18B. INDEMNIFICATION - Intellectual Property Rights Infringement claims
In case (a) a non-appealable judgment; or (b) the Commodity is believed by Seller to infringe such a claim, Seller may, at its option, (i) procure the right for the Buyer to continue to use the Commodity, (ii) replace or modify the Commodity to avoid infringement, or (iii) refund to the customer a reasonable portion of the Commodity purchase price upon the return of the original Commodity. 如果(a) 有不可上诉的判决; 或 (b)卖方相信商品侵犯知识产权，卖方可以，自行作出選择，(i) 为买方獲取权利继续使用商品，(ii) 替换或修改商品以避免侵权，或 (iii) 于退回商品时退
The above states Seller’ entire obligation and liability, and the Buyer’
s sole remedy in the event of a claim of infringement.
19. SETTLEMENT OF CLAIMS 理赔
In case of the Seller is liable for the discrepancies and a claim is made by the Buyer within the period of claim or quality guarantee period as stipulated in Clauses 15 to 18 of this Contract, the Selle
r shall settle the claim upon the agreement of the Buyer in the following ways.
量保证期内提出索赔，卖方应根据其与买方达成的协议以下列方式向买方理赔： a) Any complaints of erroneous despatch and/or apparent damage to the goods supplied shall be notified in writing giving the reason for the request to return the goods and the date and number of the Seller's invoice. If return of the goods is agreed upon by the Seller in writing by means of a return authorisation notice, the goods shall be forwarded in accordance with the Seller's instructions; a
ll goods returned must be packed in their original packing.
b) Devaluate the goods according to the degree of inferiority, extent of damage and amount of loss
es suffered by the Buyer.
c) Replace the defective goods with new ones which conform to the specifications, quality and per
formance stipulated in this Contract.
No goods may be returned unless the Seller have previously agreed in writing to such return and the Buyer has fully observed any conditions the Seller have prescribed. Under no circumstances wi
ll the Seller accept the return of goods specially procured for the Buyer.
20. FORCE MAJEURE: 不可抗力
Should anything happen which prevents either Party from executing the Contract which could not be controlled, avoided and overcome, such as war, serious fire, typhoon, earthquake, floods and other cases, the concerned Party shall notify the other Party by fax or telex within the shortest possible time and send by registered airmail to the other Party a certificate issued by competent authorities for confirmation within fourteen (14) days following the occurrence of the case of force majeur
The concerned Party shall not be responsible for any delay or failure in performing any or all of the obligations due to the event of force majeure. However, the concerned Party shall inform the other Party by telex or fax the termination or elimination of the cause of the force majeure as soon as
受到影响的一方应尽快以传真或电传将不可抗力事件的终止或消除通知另一方。 The Parties shall proceed with their obligations immediately after the date when the case of force majeure has ceased or the effects have been removed and the term of the Contract shall be extended correspondingly. Should the effects of the force majeure mentioned above last more than one hundred and twenty (120) consecutive days, both Parties shall settle further execution of the Contract
through friendly negotiations as soon as possible.
21. TERMINATION OF CONTRACT 合同终止
The Seller may terminate this Contract without prejudice to the Seller’
s any other right or remedies in the event that:
1) The Buyer fails to pay money owing to the Seller in strict accordance with the terms set forth h
ereof or any other agreement entered into between the Buyer and the Seller; or
2) The Buyer becomes insolvent or be adjudged bankrupt or where a petition to wind up buyer is t
o be or has been presented; or
3) Where the Seller has agreed to supply the Buyer with goods on credit and the Buyer has exceed
ed that credit limit fixed by the Seller; or
4) The Buyer refuses to accept products delivered under the terms hereunder.
If the Buyer shall for any reason terminate this Contract in whole or in part, the notice of termination must be given in writing to the Seller. The Seller shall thereupon cease work and the Buyer shall pay the Seller the price provided in the Contract for all goods which have been manufactured, modified or ordered by the Seller prior to the termination and which conform to the provisions of th
e Contract. Such goods shall be delivered to the Buyer.
22. ARBITRATION 仲裁
Any dispute or claim arising from the execution of or in connection with this Agreement, including any question regarding its existence, validity, or termination shall be settled amicably through friendly negotiation. In case no settlement can be reached through negotiation within fifteen (15) days after written notification from one party to the other party of the existence of the dispute, such dispute or claim shall be referred to and finally settled by arbitration in Shanghai/ Shenzhen (“Arbitration”) in accordance with the Arbitration Rules of the China International Economic and Trade Arbitration Commission (“CIETAC Rules”) which rules are deemed to be incorporated by reference into this clause. The law applicable to the Arbitration shall be the laws of the People’s Republic of China. The arbitrators shall be appointed in accordance with the CIETAC Rules whereby each party shall appoint one arbitrator and the two arbitrators appointed as aforesaid shall appoint the chief arbitrator. The language to be used in the Arbitration proceeding shall be English. 凡因执行本协议所产生的或与本合同有关的任何争议（包括与本协议的成立，有效或终止有关的问题）应由双方通过友好协商解决。在任何一方就本协议争议以书面形式通知对方之日
23. BANKING CHARGES AND TAXES 银行费用和税赋
The Buyer shall pay all the banking charges incurred in China and all the taxes in connection with the implementation of this Contract levied by Chinese government according to the prevailing tax
The Seller shall pay all the banking charges and taxes incurred outside China in connection with th
e implementation of this Contract.
24. OBSERVATION OF LAWS 遵守法律
The formation of this Contract, its validity, termination, interpretation, execution and settlement of any disputes arising thereunder shall be governed by the laws of People’s Republic of China. 本合同的成立、有效性、终止、解释、履行和本合同项下争议的解决应由中华人民共和国法