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1、技术出口合同范本 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 exis
2、ting 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 place o
3、f 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 the ere
4、ction, 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 definitions 1.1 acceptance means the buyer accepted the equipment in accordance with article 11.5. 1.2
5、 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 contract. 1.4
6、 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 force upon ful
7、fillment 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 connecting it wi
8、th 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 any other indicator
9、s. 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 test，operation and
10、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 contract, and for which
11、 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 _ ( ) percent of the total equi
12、pment 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 manufacture of the con
13、tract 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, specifications, drawings, pro
14、cesses, 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, as well as manufacture
15、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 per appendix 7. 1.18 test run
16、 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 equipment as per article 12. articl
17、e 2 scope of the contract 2.1 the sellers obligation 2.1.1 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 forth in the contract. 2.1.2 t
18、he 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 shall conduct the technical
19、 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 obligation 2.2.1 the buyer shall at his own costs and expenses, provide the seller with all information and data concerning the design as per appendix 2. the buyer sha
20、ll 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 transport them to the job site
21、 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. 2.2.4 the buyer shall
22、 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, labor, tools, utilities a
23、nd 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 license 3.1 the seller agrees to grant to the b
24、uyer 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 contract products. the
25、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 of the contract pr
26、oducts 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 sell the contract prod
27、ucts 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 the contract produc
28、ts 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 written approval from th
29、e seller. 3.4 territory 3.4.1 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 seller agrees to gra
30、nt 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 seller shall ha
31、ve 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 equipment, design
32、, 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 total contra
33、ct 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 XX, issued by the international chamber of commerce (icc). 4.2.2 the total contract price includes the pri
34、ce 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 and firm.
35、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 of the
36、custom duties, taxes, or charges, fees, and expenses unless expressly listed in the contract. article 5 payment 5.1 down payment within _ ( ) days after signing the contract, the buyer shall pay _ ( ) percent of the total contract price amounting _ by t/t to the seller. 5.2 option one: payment by si
37、ght l/c the 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 letter of credit shall be available
38、 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 within _ days after the followin
39、g 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 _ ( ) copies; (e) insurance po
40、licy 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 certificate signed by the buy
41、er 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 _ ( ) percent of the total contr
42、act 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 option two: payment unde
43、r a l/g the 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 an irrevocable lett
44、er 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. 5.3 all the banking charges incurred in the sellers bank shall be borne by the seller while those incurred outside the sellers bank
45、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. 6.1.2 within _ ( ) months after the effe
46、ctive 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 number, dispatch number, name of the equipment, quantity, approximate dimensions, volume of each package and time of each shipment. 6.1.3 t