Mẫu hợp đồng mua bán thiết bị bằng tiếng Anh

MẪU HỢP ĐỒNG MUA BÁN THIẾT BỊ BẰNG TIẾNG ANH
EQUIPMENT SUPPLY contract
FOR
INTEGRATED POULTRY plant 
BETWEEN 
DANANG INTEGRATED POULTRY 
JOINT VENTURE COMPANY 
AND 
Schmidt - ankum mci gmbh
EQUIPMENT SUPPLY CONTRACT 
This Contract is made in Da nang on ... August 2001
Between: 
Name of company:               SCHMIDT ANKUM 
Legal address :     
Telephone:         
Facsimile :            
Email :           
Website:
Represented by :    
Title:
Hereinafter called "The Seller" 
And  
Name of company:               JOINT VENTURE COMPANY
Legal address :     
Telephone:         
Facsimile :            
Email :   
Website:        
Represented by :    
Title:
Hereinafter called "The buyer" 
WHEREAS,
DANANG INTEGRATED POULTRY JOINT VENTURE COMPANY, a corporation organized and existing under the Law of the Socialist Republic of Vietnam, under the Investment License No. _____________, issued by Ministry of Planning and Investment dated _________ intends to construct a plant for the following objective activities:
-               Rearing broiler and layer;
-                      Slaughtering chicken, processing and preserving chicken meat;
-                      Producing mixed feed mill; and
-               Selling in domestic market and exporting chicken meat, eggs, breeding stock.
 (hereinafter referred to as "Plant") at _________ (address) Da Nang Province, the Socialist Republic of Vietnam and wishes to purchase from Seller the necessary equipment and machinery to be incorporated into the Plant; and
SCHMIDT - ANKUM MCI GmBh, a corporation organized and existing under the laws of Germany, has many experiences in supply of the machinery and equipment required for the construction of the same factory and is willing to supply to Buyer such equipment and machinery, on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants and agreement herein contained, the parties hereto agree as follows:
CONTENT 
 Article No. 1 
Article No. 2 
Article No. 3 
Article No. 4 
Article No. 5 
Article No. 6 
Article No. 7 
Article No. 8 
Article No. 9 
Article No. 10 
Article No. 11 
Article No. 12 
Article No. 13 
Article No. 14 
Article No. 15
Article No. 16 
Article No. 17 
Article No. 18 
Article No. 19 
Article No. 20 
Article No. 21 
Article No. 22 
Article No. 23 
Article No. 24 
Article No. 25 
Article No. 26 
Article No. 27
Object of the Contract
Languages
Definitions
Obligations of the Seller
Obligations of the Buyer
Conditions and time of delivery
Insurance
Packing, marking
Quality
Performance Bond and Down Payment Bank Guarantee
Contract price
Liquidated damages for delayed delivery
Shop inspection before delivery
Guarantee
Erection, Preliminary Acceptance test, Performance test
and Acceptance
Import/Export licenses
Force majeure
Taxes and duties
Assignment
Confidential treatment and secrecy
Patent and/or copyrights
Arbitration
Variations
Termination
Contract documents
General
Coming into force and coming into effectiveness of the Contract
Annex No. 1 
Annex No. 2 
Annex No. 3 
Annex No. 4 
Annex No. 5 
Annex No. 6 
Annex No. 7 
Annex No. 8 
Annex No. 9 
General process descriptions and layout
Quality standards
Price list
Spare parts for one-year operation
Form of Down payment Bank guarantee and Performance Bond
Technical assistance
Technical documentation and drawings
Time schedule, shipments
List and Consumption of consumables
 Article 1.   OBJECT OF THE CONTRACT 
1.1.     Object of the Contract: 
The Buyer commits to the Seller the installation of plant in accordance with the specifications mentioned in the Annexes of the contract in the exiting facilities of the Buyer, which the Seller accepts to perform. 
The object of the Contract is the supply by the Seller of equipment and services for the above mentioned integrated poultry plant as listed hereafter: 
·         The Technology Transfer;
·         The engineering for the project except for the local works;
·         The machinery and equipment supply for the intergrated poultry plant as listed in details in Annex 1;
·         All services outside the S.R. Vietnam as well as the services by the Seller’s specialists inside S.R.Vietnam for the project coordinator and supervision, control, commissioning, start-up and for the training of the Buyer’s personnel. 
The Seller shall also be responsible for: 
• the equipment transportation up to Danang Port, S.R. Vietnam
• the supervision of the equipment erection.
• the supervision of the putting into operation of the equipment supplied. 
2.             LANGUAGES AND UNIT OF MEASUREMENT 
The contract documents between the Parties, shall be in English and Vietnamse, however, in case of conflict between Vietnamese and English versions, the English versions shall prevail. 
The metric decimal system (as the unit of measurement) shall be applied in the execution of the Contract. 
3.           DEFINITIONS 
Unless other stipulated under this Contract, the following words and expressions shall have the meanings as follows: 
3.1.         "Contract" means the Contract signed between the Seller and the Buyer including all annexes, instructions, drawings and other documents, which should be included herein. 
3.2.         "Plant" means the integrated poultry plant, specified in Article 1 of the Contract, to be built in Da Nang City, S.R. Vietnam. 
3.3.          "Parties" means the Buyer and the Seller named at the beginning of the Contract and their authorized representatives. 
3.4.          "Instructions" means the technical instructions, descriptions, specifications, designing, drawings and other documents, which should be provided during the implementation of the contract. 
3.5.          "Goods" or "Equipment and materials" means all machinery, instruments and tools, accessories, spare parts and materials in accordance with the Contract. 
3. ...  all export duties and/or charges being imposed outside S.R. VIETNAM whether these are prevailing at the time of signing the contract or being levied on the exported plant equipment, materials, spare part, technical documents, replacement parts, if any, as a result of a new law and/or order and/or statutory instrument and the like issued by the government or any other authority outside S.R. VIETNAM without any interference from the part of the Buyer. 
16.5.        The Buyer shall at his own expenses and risks obtain any import license required by the authority in S.R. VIETNAM both for importation of all plant equipment, materials, spare parts, technical documents and replacement parts, if any, and for the purpose of the Contract in general. 
16.6.        The validity of the import license shall be longer than the time of execution of the Buyer's obligations under this Contract by at least ____(___) days. The Buyer shall at his own expenses and risks prolong the validity of the import license by the time of any delay occurred in the execution of this Contract.
16.7.        The Buyer is to bear and pay all customs and import duties, fees and/or any other charges being imposed in S.R. VIETNAM whether these are prevailing at the time of signing the contract or are being levied on the importation of the plant equipment, materials, spare parts, technical documents and replacement parts, if any, as a result of a law and/or order and/ or statutory instrument and the like issued by the government or any other authority in S.R. VIETNAM without any interference from the part of the Seller. 
17.           FORCE MAJEURE 
17.1.        All occurrences and circumstances which happen after the Contract has come into force due to unforeseen and unavoidable facts of an extraordinary character beyond the will and control of the contracting parties hereto, and with directly affect the fulfillment of the whole and/or part of the contractual obligations are to be considered as cases of force majeure. 
17.2.        The party claiming relief from performance of his obligations under the contract due to force  majeure shall be excused as a result thereof from liquidated damages or other responsibility and/or liability of any kind whatsoever arising from delay caused by such force majeure and the time of performance of said obligations shall automatically be extended by a period caused by the force majeure, provided all formalities as specified hereunder shall be strictly complied with. 
17.3.        The party claiming relief from performance of an obligation under the Contract due to force majeure shall inform the other party thereof by fax immediately but not more than twenty (20) days after the commencement of such force majeure and termination thereof and confirm it within seven (7) days of the date of such fax -by-registered air-mail letter. 
17.4.        The said information must contain proof of the occurrence, nature of such circumstances and their commencement and termination date and consequences. Such information shall be confirmed as soon as possible by a certificate issued by the National Chamber of Commerce of the country concerned verifying the existence, duration correctness of the notified circumstances. 
17.5.        If the above mentioned formalities are not observed the party claiming to be affected by force majeure shall forfeit his right to claim relief from performance of his obligation due to such force majeure. 
17.6.        If the case offeree majeure should last more than three (3) consecutive months, both contracting parties shall, during the fifth (5th) month, confer with one another and decide the steps to be taken in order to prevent delays. If, in such case no mutual understanding is reached or if force majeure continues more than five (5) months counted from its beginning, the party against whom force majeure has been invoked has the right to terminate the Contract totally or partially by registered letter without further formalities and without compensation of damages to the other party caused by this termination. In such case. Article 22 shall be applied and Arbitration shall settle upon the liquidation of the contractual relations, if a mutual agreement thereof is not reached 
17.7.        Any difficulty or delay in obtaining Export License by the Seller shall not be considered as Force Majeure. 
18.           TAXES AND DUTIES    
 18.1.        The contractual prices of materials and equipment imported into Vietnam and work effected outside Vietnam do not include any tax, duty or charge in Vietnam.
 18.2.        Services (supervision of erection, testing, commissioning, training in Vietnam, etc.): The service prices include all tax, duty or charge levied on the Seller's personnel during their stay in S.R. Vietnam in accordance with Vietnamese laws, in force at the date of the signature of the contract.
 When the Seller intends to bring all necessary instruments, materials and equipment into Vietnam for their performance of the Contract, they must notice the Buyer and be accepted in advance by the Buyer in order that the Buyer can arrange the customs formalities for temporary importation.
All taxes and other duties due to performance of this contract incurred outside of Vietnam shall be at the Seller's charge.
 19.           ASSIGNMENT 
19.1.        This contract shall not be assigned except otherwise agreed in writing between the parties and in case of assignment without such prior agreement, the concerned party may refuse to carry out the Contract with either the assignee or assignor, or both; and all the rights of action shall be reserved to and remain with this party. 
20.           CONFIDENTIAL TREATMENT AND SECRECY 
20.1.        The Seller shall retain the ownership of studies, drawings, models and any documents issued and communicated to the Buyer, or of which the Buyer may have had knowledge in fulfillment of the Contract. Such information and documents may be used only by Buyer and exclusively for execution of the Contract. 
These documents and information shall be treated as confidential and shall not be distributed, published or generally communicated to any third parties without prior permission in writing by the Seller. 
The Seller shall retain the exclusive ownership of the studies performed by same, or by its representatives or subcontractors, for execution of the contract. 
The Seller and his specialists shall keep in secret all drawings, data, information furnished or given by the Buyer and/or taken by themselves during their stay in the Buyer's country. 
The Seller and his Specialists shall not have the right to divulge the drawings, data, information and documents (including the content of the Contract) connected with this object to any third party. However, the authorities and banks concerned shall not be considered as third party. 
21.           PATENTS AND/OR COPYRIGHTS 
21.1.        The Seller shall hold and save the Buyer's officers, agents and employees harmless from any costs and expenses, for and in account of any copyrighted compositions, secret processes, patented or unpatented inventions. Articles or appliances manufactured or used in the performance of this copyright including their use by the Buyer unless otherwise specifically stipulated in the Contract.
In case any claim is made by third parties upon the Buyer or his clients in S.R. Vietnam based on such infringement the Buyer shall immediately notify the Seller of such a claim and the Seller shall at his expenses and risk take measures to settle this claim. 
22.           ARBITRATION 
22.1.           The parties certify that they have the power to compromise and agree that all disputes arising out or in connection with the Contract (including its validity and termination) and which could not be solved by an amicable settlement shall be finally settled by an arbitrage tribunal consisting of three (3) arbitrators, two of them shall be appointed by each party and the third upper arbitrator shall be selected by the mutual agreement of the above mentioned two (2) arbitrators. 
Concerning the procedure, the parties agree to apply the Rules of _____ Arbitration of the International Chamber of Commerce________  which are well known to the parties and form an integral part of the Contract. 
The award of the Arbitrators shall be final and binding on the parties. In case of disputes on technical matters, the parties agree to have recourse as occasion require to the International Center for Technical Expertise of the International Chamber of Commerce in accordance with the Rules of Technical Expertise of the said Chamber. 
22.2.        The costs of arbitration shall be shared as determined by the arbitrator(s). 
23.           VARIATIONS 
23.1.        No variation to the Contract may be made unless agreed in writing by Parties. If any agreed variation increases or reduces the cost for the Seller to perform the Contract, then the Contract Price shall be adjusted accordingly. The time for performance of the Contract shall be altered in accordance with such variation. 
24.           TERMINATION 
24.1.        Within fourteen (14) working days counted from the date one party notifies to the other party the Contractual Termination, based on the breach of any Articles or Conditions, the party who makes fault will pay the other party a due compensation in accordance with the terms and conditions of the Contract. In case of a disagreement on the responsible party and/or in the amount of the due compensation, the matter shall be raised to arbitration in accordance with Article 22.1. 
24.2.        In case the termination of whole or parts of the Contract happens, it shall not influence or do any harm to the regulations in this Article or in Article 19.1., 22.1. and 22.2. of this Contract. 
25.           CONTRACT DOCUMENTS 
The following Documents form part of this Contract: 
•   The Contract
•   Annex No. 1: General Process Description and Layout
•   Annex No. 2: Quality standards.
•   Annex No. 3: Price list
•   Annex No. 4: Spare Parts List
•   Annex No. 5: Forms of Down payment Bank Guarantee and Performance Bond.
•   Annex No. 6: Technical Assistance
•   Annex No. 7: Technical Documentation and Drawings
•   Annex No. 8: Time Schedule, shipments
•   Annex No- 9: List and Consumption of Consumables
 26.           GENERAL 
26.1.        Article headings appearing herein are included for convenience only and shall not be deemed to be a part of this Contract. 
26.2.        Any modifications of this Contract shall be valid only if they are made in writing and signed by both Parties. 
26.3.        All corresponding and negotiations which take place prior to the signing of the Contract shall be considered null and void. 
26.4.        Neither party shall be entitled to transfer its right and obligations under this Contract to any third party without prior consent in writing of the other party. 
26.5.        This contract is subject to approval of relevant authorities. 
Any claim arising from implementation of this contract can only take place after coming into effectiveness of this contract. 
All claims under the present Contract shall be made in writing and sent by registered airmail letter. The date of such registration at the post office shall be considered as the date of introduction of such claims. The reply to such claims shall be given immediately but not later than 30 days after their receipt. In urgent cases the claims should be done by fax or telex and be confirmed in written form as outlined in this Article. 
26.6.        The Buyer performs this contract. Therefore all correspondence concerning contract performance shall be made to the following address:
                Name of Company
Address : 
Telephone: 
Fax:       
26.7.        This contract is signed in accordance with the credit agreement to be signed between [Name of overseas Bank (Country) and Vietnamese Bank (S.R. Vietnam) which shall be an integral part to this contract. 
The Seller endeavours to obtain from his authorities to extend the reimbursement period from 8 to 10 years and to obtain the financing of the interim interest. 
26.8.        The "Technical Partner and Know-how Owner" and "The End User" are not the third party wherever mentioned in this contract. 
26.9.        The rights and obligations of both parties hereto are exclusively governed by the contents of this contract. 
Any liability exceeding the scope defined herein, particularly for indirect or consequential damage such as but not limited to loss of profit and/or additional cost due to production loss or increased consumption shall be excluded. 
26.10.      For all notices, modifications and confirmations to be given between the Seller and the Buyer, the period of time wherever mentioned in the Contract could be extended accordingly in case of holidays in [Germany] and S.R. Vietnam. 
Those holidays are: Saturdays, Sundays and official holidays in [Germany] and Sundays and official holidays in S.R. Vietnam. 
26.11.      Correspondence exchanges between the Seller and the Buyer are considered official for the performance of this contract. 
27.           COMING INTO FORCE AND COMING INTO EFFECTlVEneSS OF THE CONTRACT 
27.1.        Coming into force of the contract. 
The present contract will enter into force upon signature of the Seller and the Buyer and the Technical Partner and Know-how Owner and the End User. 
27.2.        Coming into effectiveness of the contract. 
The present contract will become effective upon fulfillment of all the following conditions: 
Contract signed by the Seller and the Buyer. 
This contract is made in English in [...] copies, two (2) for the Buyer, two (2) for the Seller and ...
FOR AND ON BEHALF OF THE SELLER
(Signature an seal)
Full name
Position
FOR AND ON BEHALF OF THE BUYER
(Signature an seal)
Full name
Position