Một số nội dung trong Hợp đồng Xuất Nhập Khẩu bằng Tiếng Anh

  • Làm sao có thể viết được một bản hợp đồng xuất khẩu hay nhập khẩu bằng Tiếng Anh theo đúng quy chuẩn của quốc tế?
    Dưới đây là cách viết một bản hợp đồng xuất-nhập khẩu hoàn chỉnh.
    Thông thường một mẫu hợp đồng xuất-nhập khẩu sẽ có form sau

    I. COMMODITY (Sản phẩm)

    Có thể là:

    Commercial name, normal name and Scientific name
    Commodity name together with local production
    Commodity name together with name of manufacturer
    Commodity name together with specifications of goods
    Commodity name together with the use of goods
    Commodity name together with the code of goods
    For example: Commodity:

    Name of products: UREA FERTILIZER
    Origin: Indonesia
    II. QUALITY (Chất lượng)

    Bao gồm:

    Specification of goods
    Technical Documentations
    Cargo density
    The status of goods
    The description of goods…
    For example: Quality

    Specification: Nitrogen 46% min
    Moiture 0.5% max
    Biuret 1.0% max
    Color white
    III. QUANTITY (Số lượng)

    Đơn vị tính số lượng
    Phương pháp quy định số lượng
    Phương pháp quy định trọng lượng
    Địa điểm xác định số lượng
    IV. PRICE (Gía sản phẩm)

    Đồng tiền tính giá
    Xác định mức giá
    Phương pháp quy định giá
    Giảm giá
    For example: Price

    Unit price: USD 120/ MT CIF Cat Lai port, HCMC, Vietnam, Incoterms 2000
    Total amount: USD 18,000
    Say: United State Dollars eighteen thousand only
    V. SHIPMENT / DELIVERY (Vận chuyển)

    Time of Delivery
    The place of delivery
    Delivery notification
    Other regulations
    VI. PAYMENT (Thanh toán)

    Currency of payment
    Time of payment
    Methods of payment
    Payment documents
    Tips: Giấy tờ cần cho thanh toán bao gồm

    Hối phiếu (Bill of Exchange)
    Hoá đơn thương mại (Commercial Invoice)
    Vận đơn đường biển (Bill of Lading)
    Chứng thư bảo hiểm (Insurance Policy/Insurance Certificate)
    Giấy chứng nhận chất lượng (Certificate of quality)
    Giấy chứng nhận số lượng, trọng lượng
    Phiếu đóng gói hàng hoá (Packing List)
    For example: Payment

    By irrevocable letter of credit with 120 days usance from B/L the full amount of the contract value.
    L/C beneficiary: N. company.
    L/C advising bank: Shinhan bank, Seoul, Korea.
    Bank of opening L/C: Vietcombank.
    Time of opening L/C: not latter than Oct.15, 2005.
    Payment documents:

    1. 3/3 clean on board B/L marked “freight prepaid”, original.

    2. Commercial invoice

    3. Packing list

    4. Certificate of original Issued by Indonesia Chamber of commerce.

    5. Sucofindo’ s certificate of quantity and quality.

    VII. PACKING (Đóng gói)

    The method of provide packing
    Packaging price
    Quality packaging requirements
    For example: Packing

    50 kgs net in new white double polypropylene woven bag with good quality. Export standard method of packing is applied. Tare weight of empty bag is about 240 grams each. 2% of total bag as empty bags to be supplies free of charge

    VIII. WARRANTY (Bảo hành)

    Warranty: Seller 's deadline to ensure the quality of goods, is considered as the deadline for buyers to detect the goods’ defects

    Time of warranty
    Warranty’s content
    The rights and obligations of related parties
    IX. CLAIM (Kháng nghị)

    Time of claim
    Claim documents
    How to deal with complaints
    For example: In case upon taking the delivery, the Goods are not in strict conformity with conditions stipulated in the contract in terms of quality, quantity and packing, the Buyer shall submit his claim together with sufficient evidence of copy of the contract, Survey Report, Certificate of Quality, Certificate of Quantity, Packing List with certification of the authorized inspection company agreed by the two parties within 30 days upon the ship’s arrival

    Upon receiving the claim, the Seller shall in a timely maner solve it and reply in writing within 30 days, after such receipt. Incase of the Seller’s fault, the Seller shall deliver the replacements not later than 30 days after the official conclusion.


    Các sự kiện tạo nên bất khả kháng
    Thủ tục ghi nhận sự kiện
    Hệ quả của bất khả kháng

    Địa điểm trọng tài
    Trình tự tiến hành trọng tài
    Luật dùng để xét xử
    Chấp hành tài quyết
    In the even of any disputes and differences in opinion arising during implementation of this contract between the parties which can not be settled amicably, such dispute shall be settled by the Vietnam International Arbitration Center (VIAC), at the Chamber of Commerce and Industry of Vietnam. Arbitration fees shall be borned by losing party.

    XII. INSURANCE (Bảo hiểm)

    Người mua bảo hiểm
    Điều kiện bảo hiểm
    Loại chứng thư bảo hiểm
    XIII. Other terms and conditions (Các điều khoản và điều kiện khác)

    Any amendments or modifications to the contract shall be made by fax or in writing with the confirmation of the two parties
    The contract is made in English in 4 equal copies, 2 copies for each party
    The contract comes into force upon the date of signature and shall be valid until 10th April, 2005
    Trên đây là mẫu chung cho cả hợp đồng xuất khẩu và nhập khẩu.

  • Cần thêm các mẫu hợp đồng mua bán , dịch vụ logistics, dịch vụ vận chuyển, hợp đồng thuê tàu các loại, fix note ....để chia sẻ cho cộng đồng diễn đàn

  • Lưu để nhớ !!11

  • administrators

    Có rất nhiều loại hợp đồng.
    Có bạn nào có hợp đồng tay ba hoặc hợp đồng kiểu xuất nhập khẩu tại chỗ xin chia sẻ cho Diễn đàn ..

  • Sales Agreement

    A Sales Agreement, also known as a Sales Contract or Sales of Goods Contract, is used to specify the terms of a transaction between two parties.

    What can I use a Sales Agreement for?
    You can use a Sales Agreement for purchasing/selling:

    Goods: a physical item or possession (e.g. computer, air conditioner, car, exercise equipment, animals, etc.)
    Services: performing duties in exchange for compensation (e.g. installing a dishwasher). If services are the only thing being provided, it is recommended you use LawDepot's Service Agreement.
    Goods and Services: the purchase of both a physical item as well as supplying aid (e.g. a computer and installing the computer)
    Real Estate: property, buildings, or land. If it is for the sale of a residential property, it is recommended you use LawDepot's Real Estate Purchase Agreement.
    When creating your Sales Agreement, clearly describe the item and/or service. This should include a physical description and the quantity being sold.

    Who are the parties in a Sales Agreement?
    Buyer: the individual or corporation purchasing a good or service from a seller

    Seller: the individual or corporation selling a good or service

    How do I determine the payment details in this Sales Agreement?
    In a service contract, you will need to determine a payment plan. Here are the decisions you need to make:

    Payment Type is how the buyer intends to pay the seller. Payment can come in the form of:

    Certified check
    Promissory note
    Bank draft
    Email transfer, etc.
    The seller should provide a receipt to the buyer for transactions involving cash.

    Deposit is a specified amount of money that a buyer gives to a seller as security that they will follow through on the transaction. If the buyer chooses to purchase, the deposit will go towards the purchase price. The deposit can be refundable or nonrefundable, meaning that either the deposit is returned to the buyer or kept by the seller if the deal does not go through.

    It is important to include payment due dates for both the payment itself as well as the deposit in the Sales Agreement, if applicable, to make the transaction details clear.

    Will the goods be delivered?
    You may wish to include terms regarding where the goods will be delivered. This can be at the buyer's address, the seller's address, or at another specified location. The seller can be compensated after the buyer has received the goods, the seller has shipped them, or a Bill of Sale has been created.

    What's the difference between a Sales Agreement and a Bill of Sale?
    While a Sales Agreement and Bill of Sale have similar purposes, a Sales Agreement offers a more detailed payment plan and provides warranties on the item. It also allows both parties more flexibility prior to completing the agreement by arranging terms to secure goods before they are purchased.

    A Bill of Sale is a form evidencing that an item's ownership has been transferred from one party to another. It can be used as part of a Sales Agreement to prove that the goods officially changed hands.

    What does liability, warranties, and "as is" mean in a Sales Agreement?
    Liability addresses the goods' risk of loss or damage. Liability can be transferred to the buyer once:

    The buyer has ownership through a Bill of Sale.
    The buyer receives the goods.
    The seller ships the goods.
    Warranty refers to the guarantee that a seller makes about the quality and condition of goods.

    Here are some of the promises a buyer can make regarding an item:

    They own it (e.g. the seller purchased the car from a dealership).
    The item has no claims or loans against it (e.g. there are no outstanding liens on a vehicle).
    The goods are fit for use (e.g. the motorcycle is fit for driving).
    The item does not infringe on patents or trademarks (e.g. the seller's invention is not a replica of someone else's patented design).
    When a seller offers no warranties, they are selling the item "as is", which means they do not guarantee the quality of the goods to the buyer, and the buyer agrees. This condition only works if the seller has not purposely hidden any flaws.


    No.: ................

    Date: ................................... / Ngày: ...................................

    Hereinafter we signed as follows:/ Chúng tôi ký tên dưới đây là:

    BETWEEN/ Giữa:


    Branch Code/ Mã số Chi nhánh: ..................................

    Address/ Địa chỉ: .................................. , Tan Phu Dictrict, Ho Chi Minh City, Vietnam.

    Tel: (+84)8 .................................. . Telex: ................................... Fax: ...................................

    Mobile: (+84).................................. . Email: ...................................

    Represented by/ Đại diện bởi: Mr. .................................. - Position/ Chức vụ: Director/ Giám đốc

    Số tài khoản/ Bank Account No.: .................................. . tại Ngân hàng/ at Bank: Tien Phong Commercical Joint Stock Bank. - Chi nhánh/ Branch: Ho Chi Minh city.

    Swift Code: TPBVVNVX.

    Hereinafter referred to as “Buyer”/ Sau đây gọi là "Bên mua"

    AND/ Và:


    Company License No. (Code)/ Số Giấy phép: ...................................

    Address/ Địa chỉ: N.................................. Street, Srinivasa Nagar Perungalatur Chennai INDIA

    Tel: .................................. Telex: ................................... Fax: ...................................

    Mobile: ................................... Email: ..................................

    Represented by/ Đại diển bởi: Mr. .................................. - Position/ Chức vụ: ...................................

    Số tài khoản/ Bank Account No.: ................................... tại Ngân hàng/ at Bank: ................................... - Chi nhánh/ Branch: ...................................

    Swift Code: ...................................

    Hereinafter referred to as “Seller”/ Sau đây gọi là "Bên bán"

    It has been agreed that the Buyer buys and the Seller sells on the terms and conditions as follows:

    Bên mua đồng ý mua và Bên bán đồng ý bán với những điều khoản và điều kiện dưới đây:



    1.1. Quality:

    Raw materials of the goods must meet quality requirements is of best type, with the following requirements:

    • All goods must meet the criteria TR1.

    • Over 90% (ninety percent) of the skin surface area can be used.

    1.2: Price:

    • Price to be understood DAP (Incoterms 2010) Saigon Port (Ho Chi Minh City, Vietnam).

    • Total value of this Contract by DAP Saigon Port (Ho Chi Minh City, Vietnam): 300000 USD

    In words: Three hundred thousand US Dollars.

    1.1. Chất lượng:

    Nguyên liệu của hàng hoá phải đạt yêu cầu chất lượng phải là loại tốt nhất, với những yêu cầu sau:

    • Lô hàng phải đạt tiêu chuẩn TR1.

    • Trên 90% diện tích mặt da dùng được.

    1.2. Giá:

    • Giá được xác định theo điều kiện DAP (Incoterm 2010 Cảng Sài Gòn (Tp.Hồ Chí Minh, Việt Nam).

    • Tổng giá trị Hợp đồng theo điều kiện DAP Cảng Sài Gòn ( Tp.Hồ Chí Minh, Việt Nam): 300 000 đô la Mỹ.

    Bằng chữ: Ba trăm nghìn đô la Mỹ.


    2.1. Time of delivery no later on / Thời gian giao hàng không trễ hơn: 30 days.

    2.2. Port of loading/ Cảng xếp hàng: Chennai, India

    2.3. Port of Discharge/ Cảng dỡ hàng: Ho Chi Minh City, Vietnam

    2.4. Port of destination/ Cảng đến: Ho Chi Minh City, Vietnam

    2.5. After loading, within 24 hours, the Seller shall telex/email the information of

    commodity, contract number, quantity, weight, invoice value, name of carrying vessel, loading port, number of Bill of Lading, date of shipment./ Sau khi xếp hàng, trong vòng 24 giờ, người bán sẽ telex/email thông tin mô tả hàng hoá, số hợp đồng, số lượng, trọng lượng, giá trị hóa đơn, tên mang tàu, cảng xếp hàng, số vận đơn, ngày giao hàng./


    3.1. By Irrevocable L/C with bank details:/ Thanh toán bằng Thư tín dụng (L/C) không huỷ ngang với thông tin Ngân hàng như sau:





    BENEFICIARY: ..................................

    CURRENT ACCOUNT NUMBER: ..................................

    .................................. STREET,T NAGAR, USMAN ROAD BRANCH, CHENNAI, INDIA

    3.2. Document for payment:/ Chứng từ thanh toán:[Office2]

    Payment shall be made upon presentation to bank of the following documents:/ Thanh toán sẽ được thực hiện khi cung cấp đầy đủ các giấy tờ sau đây:

    • Bill of Lading – B/L (Vận đơn) certified goods were loaded/ xác nhận hàng đã bốc;

    • Invoice (Hoá đơn);

    • Packing List (Bảng kê chi tiết hàng hoá đóng thùng);

    • Certificate of Origin (Giấy chứng nhận xuất xứ, nguồn gốc);

    • Insurance Certificate (Chứng từ bảo hiểm lô hàng);

    • Shipping Documents(Chứng từ giao hàng);

    • The minutes of delivery to the buyer, with the signature and seal of the buyer; and confirmed without any claim to the goods.(Biên bản giao hàng cho Bên mua, có ký tên đóng dấu của Bên mua và xác nhận không có bất kỳ khiếu nại nào đối với hàng hoá.)

    • Certificate of quality by ............................ (if any)/ Chứng nhận chất lượng của ........................ (nếu có);

    All the above documents must be made in each of the three versions (triplicate).

    Tất cả các tài liệu ở trên phải được lập thành mỗi loại ba bản.


    Goods packed in new ................, net weight of each ................ is................ kg, about ................ kg gross. And a number of other requirements (if any) ............

    Hàng hoá được đóng trong ................ mới, trọng lượng tịnh của mỗi ................ là ................ kg, khoảng ................ kg cả bì. Và một số yêu cầu khác (nếu có)............


    The Seller have to by the insurance for goods with with the following requirements:

    Người bán phải mua bảo hiểm đối với hàng hoá theo những yêu cầu dưới đây:

    • Insurance Value (Giá trị bảo hiểm): 100% value of this Contract (100% giá trị Hợp đồng này).

    • Duration of insurance (Thời hạn bảo hiểm): until the Buyer receives the goods (cho đến khi Bên mua nhận được hàng).

    • Insurance beneficiary (người thụ hưởng): Buyer of this Contract (Bên mua của Hợp đồng này) - BRANCH OF THIEN PHU THANH ONE MEMBER LIMITED LIABILITY COMPANY


    6.1. Delivery delay: Each day of delay will be fined Seller an amount is ....... / day.

    6.2. Incorrect quality goods: The Seller will be refunded the entire amount to the Buyer and shall be fined an amount of 20% (twenty percent) of total of this contract. And the Seller shall bear all expenses for the reception of their goods and of return their goods.

    6.3. The time of opening L / C: The Buyer is responsible for opening L / C before the expected date of loading is 30 (thirty) days.

    6.1. Giao hàng chậm: Mỗi ngày giao chậm Bên bán sẽ chịu phạt một số tiền là ......./ ngày.

    6.2. Giao hàng không đúng chất lượng: Bên bán sẽ chịu hoàn trả lại toàn bộ số tiền cho Bên mua và chịu phạt một khoản tiền là 20% (hai mươi phần trăm) tổng giá trị của Hợp đồng này. Đồng thời Bên bán chịu mọi chi phí cho việc nhận lại hàng và chuyển về nước của.

    6.3. Thời điểm mở L/C: Bên mua có trách nhiệm mở L/C trước ngày Bên bán dự kiến giao hàng là 30 (ba mươi) ngày.


    7.1. Any dispute arising out of or in relation with this contract shall be resolved by arbitration at the Vietnam International Arbitration Centre at the Vietnam Chamber of Commerce and Industry (VIAC) in accordance with its Rules of Arbitration.

    Adding agreed contents :

    (a) the number of arbitrators shall be one.

    (b) the place of arbitration shall be in Ho Chi Minh City, Vietnam.

    (c) the governing law of the contract is the substantive law of Vietnam.

    (d) the language to be used in the arbitral proceedings shall be in English.

    Arbitration decision shall be accepted as final the both parties.

    7.2. The fees for arbitration and/or other charges shall be borne by the losing party, unless otherwise agreed.


    7.1. Mọi tranh chấp phát sinh từ hoặc liên quan đến hợp đồng này sẽ được giải quyết bằng trọng tài tại Trung tâm Trọng tài Quốc tế Việt Nam bên cạnh Phòng Thương mại và Công nghiệp Việt Nam (VIAC) theo Quy tắc tố tụng trọng tài của Trung tâm này.

    Nội dung thoả thuận thêm:

    (a) số lượng trọng tài viên là một.

    (b) địa điểm trọng tài là thành phố Hồ Chí Minh, Việt Nam.

    (c) luật áp dụng cho hợp đồng là pháp luật Việt Nam.

    (d) ngôn ngữ trọng tài là Tiếng Anh.

    Quyết định của Trọng tài là quyết định cuối cùng có hiệu lực đối với các bên.

    7.2. Bên thua cuộc sẽ chịu các chi phí trọng tài và các chi phí khác, nếu như các bên không có thoả thuận khác.


    Any amendments or alterations of the terms of this contract must be mutually agreed previously and made in writing.

    This Contract was made into 06 (six) copies in English and Vietnamese languages of the equal validity. Each party will keep 03 (three) copies.

    The contract takes effect from the date of signing.


    Mọi sửa đổi, bổ sung của Hợp đồng này phải được sự đồng ý của các bên và được lập thành văn bản.

    Hợp đồng này được lập thành 06 (sáu) bản bằng tiếng Anh và tiếng Việt, có giá trị pháp lý như nhau. Mỗi bên giữ 03 (ba) bản.

    Hợp đồng này có hiệu lực kể từ ngày ký.

    Represented by Seller


    Represented by Buyer

  • administrators

    Hợp đồng tạm nhập tái xuất và hợp đồng thuê kho ngoại quan có mẫu không diễn đàn. THanks

  • Bạn nào có HĐ hợp tác 3 bên ko post lên mình xin vs ? Tks

  • Sales Contract Template

    THIS SALES CONTRACT (this “Agreement” or this “Sales Contract”), effective as of [DATE], is made and entered into by and between [BUYER NAME], a company organized and existing in [STATE], with offices located at [ADDRESS] (hereinafter the “Buyer”), and [SELLER NAME], a [STATE] company, with a registered address located at [ADDRESS] (hereinafter the “Seller”).
    Whereas, Seller is the manufacturer and/or distributor of [PRODUCT DESCRIPTION], and
    Whereas, Buyer wishes to purchase from Seller, and Seller wishes to sell to Buyer, such products, solely upon the terms and conditions contained in this Sales Contract, and on no other terms, unless mutually agreed,
    Now, Therefore, in consideration of the foregoing premises, and of the mutual promises and covenants herein contained, the parties, intending to be legally bound, do hereby agree as follows:
    PandaTip: This sales contract assumes provides the terms under which your clients can place orders for your products.

    The Buyer may place orders (“Order(s)”) with Seller for Seller products and all such Orders will be governed solely by the terms and conditions contained in this Sales Contract, unless otherwise mutually agreed. Any oral understandings are expressly excluded. Seller shall not be deemed to have waived the terms and conditions contained herein if it fails to object to provisions appearing on, incorporated by reference in, or attached to any Buyer order form, and those provisions are hereby expressly rejected. No contrary or additional terms or conditions contained in any Buyer order form shall apply unless agreed to in writing and signed by an authorized representative of Seller. Additionally, Seller reserves the right to reject any Order submitted to it by Buyer.
    Delivery shall be made within the time specified on Buyer’s Order or in accordance with Seller’s quoted lead time and monthly delivery rate, whichever is later. Transportation charges shall be prepaid and Buyer shall reimburse Seller upon receipt of an invoice for such charges. Seller shall have the right to make early, accelerated and/or partial shipments in advance of the contractual delivery schedule, in its sole and absolute discretion.
    The Buyer shall inspect and accept, or reject products delivered pursuant to the Order immediately after Buyer takes custody of such products. In the event the products do not comply with the applicable Seller drawings or specifications, the Buyer shall notify the Seller of such nonconformance and give the Seller a reasonable opportunity to correct any such nonconformance. The Buyer shall be deemed to have accepted any products delivered hereunder and to have waived any such nonconformance in the event Seller does not receive notification that the products delivered hereunder do not comply with the Seller’s drawings or specifications, within fifteen (15) days after the Buyer takes custody of such products. Unless otherwise agreed, Buyer shall have no right to conduct inspection at Seller’s facility. In the event the parties hereto mutually agree that Buyer may inspect Seller’s product at Seller’s facility, any such inspection shall be conducted with reasonable prior notice by Buyer to Seller and at reasonable times, on a non-interference basis, and such inspection shall not include the right to establish mandatory inspection points or enter proprietary or competition-sensitive areas of Seller’s facility.
    PandaTip: The timeframes in the above paragraph can certainly be modified to suit your needs.

    Seller at all times reserves the right, and is entitled in its sole discretion, to make changes, additions or improvements to the products being delivered under an Order without liability or any obligation to incorporate such changes, additions or improvements into any item or product manufactured, sold or delivered prior to incorporation of the change, addition or improvement.
    Prices and payments will be in United States dollars, and payment shall be made in United States currency. Invoice terms are net 30 days unless otherwise specified. Prices quoted are believed to be accurate; however, Seller reserves the right to correct any inadvertent errors in these prices prior to acceptance of the Order. Seller reserves the right to modify or withdraw credit terms at any time without notice and to require guarantees, security or payment in advance of the amount of credit involved. In the event payments are not made in a timely manner, Seller may, in addition to all other remedies provided at law, either: (1) declare Buyer’s performance in breach and terminate this Order for default; (2) repossess the goods for which payment has not been made; (3) withhold future shipments under this Order until delinquent payments are made; (4) deliver future shipments under this Order on a cash with Order or cash in advance basis even after the delinquency is cured; (5) charge interest on the delinquency at a rate of 1-1/2% per month or the maximum rate permitted by law, if lower, for each month or part thereof of delinquency in payment plus applicable storage charges, or inventory carrying charges; or (6) recover all costs of collection including reasonable attorney’s fees; and (7) at Seller’s option combine any of the above rights and remedies as provided by law.
    All amounts that Buyer owes Seller under an Order shall be due and payable according to the terms of an Order. Buyer is prohibited from and shall not set off such amounts or any portion thereof, whether or not liquidated, against sums which Buyer asserts are due it, from its parent affiliates, subsidiaries or other divisions or units under other transactions with Seller, its parents, affiliates, subsidiaries or other divisions or units.
    As used in this Section “Nonconformance” means a failure to comply with or failure to operate due to noncompliance with applicable Seller drawings or having defects in workmanship or material. Normal wear and tear and the need for regular overhaul and periodic maintenance shall not constitute a Nonconformance.
    Seller warrants that at time of delivery to Buyer, its Products will comply with applicable Seller drawings and will be free from defects in workmanship and material. These warranties shall run to the Buyer, its successors, and assigns. This warranty is valid for twelve (12) months after Seller’s shipment of the Product. The warranty period for Seller’s repair or replacement of the failed product only, covered by the warranty, shall be the unexpired portion of the original warranty or 6 months after shipment of the repaired or replaced product, whichever is longer.
    Buyer must notify Seller in writing of the Nonconformance of any Product within the warranty period and return the Product to Seller within thirty (30) days after such discovery. Prior to return of the Product to Seller, Buyer must obtain a Return Material Authorization (RMA) from Seller. Seller reserves the right to return to Buyer any Product received without a valid RMA. In the event Seller is unable to confirm Buyer’s reported Nonconformance, Buyer agrees to pay Seller an Evaluation/No Defects Found Charge, the amount of which shall be as specified in Seller’s Return Material Authorization. Seller’s obligation and Buyer’s remedy under this warranty is limited to either repair or replacement, by Seller’s election, of any Product Nonconformance. Seller agrees to assume round trip transportation costs for a nonconforming Product in an amount not to exceed normal shipping charges to the nearest facility designated herein for warranty repair of products delivered under an Order. The risk of loss or damage to all Products in transit shall be borne by the party initiating the transportation of such Products.
    PandaTip: The above language provides a fairly detailed return procedure. Feel free to customize this section to suit your needs.

    Seller shall not be liable under this warranty if the Product has been exposed or subjected to:
    Any maintenance, repair, installation, handling, transportation, storage, operation or use which is improper or otherwise not in compliance with Seller’s instruction; or
    Any alteration, modification or repair by anyone other than Seller or those specifically authorized by Seller; or
    Any accident, contamination, foreign object damage, abuse, neglect or negligence after delivery to Buyer; or
    Any damage precipitated by failure of a Seller supplied Product not under warranty or by any Product not supplied by Seller.
    PandaTip: Without the above language, certain implied warranties under law may be essentially inserted into the arrangement. These warranties typically go far beyond what would typically be warranted by a Seller.

    The Seller shall be excused from delays in delivery and performance of other contractual obligations under this Order caused by acts or omissions that are beyond the reasonable control and without the fault or negligence of Seller including but not limited to Government embargoes, blockades, seizure or freeze of assets, delays or refusals to grant an export license or the suspension or revocation thereof, or any other acts of any Government, fires, floods, severe weather conditions, or any other acts of God, quarantines, labor strikes or lockouts, riots, strife, insurrection, civil disobedience, war, material shortages or delays in deliveries to Seller by third parties. If the excusable delay circumstances extend for six months, either party may, at its option, terminate this Order without penalty or liability and without being deemed in default or in breach thereof.
    Buyer reserves the right to cancel any portion of this Order affected by a default of Seller or any insolvency or suspension of Seller’s operations or any petition filed or proceeding commenced by or against Seller under any state or federal law relating to bankruptcy, arrangement, reorganization, receivership or assignment for the benefit of creditors.
    Except as otherwise specifically agreed in writing by Buyer and Seller, any dispute relating to an Order placed by a Buyer incorporated in the United States which is not resolved by the parties shall be adjudicated by any court of competent jurisdiction. For Orders placed by a Buyer incorporated outside the United States, the parties shall resort to binding arbitration under mutually agreed procedures.
    This Agreement shall be interpreted in accordance with the laws of the jurisdiction in which the Seller’s facility accepting the Order hereunder is located, exclusive of any choice of law provisions. The Seller and Buyer expressly agree to exclude from this Agreement the United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor thereto.
    PandaTip: Feel free to change the State of governing law to a specific State in lieu of the above language.

    Unless otherwise agreed, Buyer shall be responsible for compliance with the export control laws and regulations of the U.S. Government, and when required by such laws and regulations shall obtain validated export and re-export licenses required for goods, services and technical data delivered under this Order. Seller shall not be liable to Buyer for any failure to provide goods, services or technical data as a result of any following U.S. Government actions: (1) refusal to grant export or re-export license; (2) cancellation of export or re-export license; or (3) any subsequent interpretation of U.S. export laws and regulations, after the date of this order, that limits or has a material adverse effect on the cost of Seller’s performance on this Order.
    Seller’s liability on any claim for loss or damage arising out of, connected with, or resulting from an Order, or from the performance or breach thereof, or from the manufacture, sale, delivery, resale, repair or use of any product covered by or furnished under an Order shall in no case exceed the price allocable to the product or part thereof which gives rise to the claim, except as provided in the paragraph entitled “Patent Indemnity”. In no event shall Seller be liable for special, incidental or consequential damages. Except as herein expressly provided to the contrary, the provisions of this Order are for the benefit of the parties to the Order and not for the benefit of any other person.
    Buyer agrees that it will not use Seller’s data for the manufacture or procurement of products which are the subject of this Order or any similar products, or cause said products to be manufactured by or procured from any other source, or reproduce said data and information or otherwise appropriate them without the written authorization of the Seller. Buyer agrees that it will not disclose or make available to any third party any of Seller’s data or other information pertaining to this Order which is proprietary to Seller without obtaining Seller’s prior written consent.
    Except insofar as an Order calls for products pursuant to Buyer’s designs, drawings or specifications, Seller agrees to pay the amount of any final judgment against Buyer resulting from a suit claiming that any commercial products manufactured or furnished hereunder, by reason of their manufacture, sale or use, infringes any United States patent which has issued at date of contract, and Buyer’s reasonable costs and expenses in defense of such suit if Seller does not undertake the defense thereof, provided Seller is promptly notified of the threat or commencement of such suit and is offered full and exclusive control to conduct the defense or settlement thereof.
    Seller’s indemnity shall not apply where infringement would not have occurred from the normal use for which the products were designed. No responsibility is assumed for actual or alleged infringement of any foreign patent. Seller’s liability for damages hereunder is limited to those computed solely on the value of any products sold to Buyer. In no event shall Seller be liable for consequential damages or costs applicable thereto. In the event of any claim that a product furnished hereunder infringes any United States patent, Seller may at its option and expense (a) procure for Buyer the right to continue using the product, or (b) replace or modify the product so that it becomes non-infringing, or (c) grant Buyer a credit for such product, less a reasonable depreciation for use, damage, and obsolescence upon its return to Seller. Buyer agrees to pay all costs and expenses incurred by Seller in its defense and the amount of any judgment against Seller, in any suit or proceeding against Seller based upon a claim of infringement, resulting solely from the Buyer combining any product furnished hereunder with any item not manufactured or furnished by Seller or from the sale or use of any such combination by Buyer. Seller shall also indemnify Buyer’s Buyers and agents for such infringement, if and to the extent that Buyer has agreed so to indemnify them, but to no greater extent than Seller has indemnified Buyer herein and under the same conditions as set forth herein. In the event any product to be furnished under this Order is to be made in accordance with drawings, samples or manufacturing specifications designated by Buyer and is not the design of Seller, Buyer agrees to defend, indemnify and hold Seller harmless to the same extent and subject to the same requirements as set forth in Seller’s obligation to Buyer as above. The above is in lieu of any other indemnity or warranty, express or implied by Seller, with respect to intellectual property (patents, trade secret, mask works, trademarks, copyrights, or the like).
    PandaTip: If software is not provided, this section can be deleted.

    In the event that any software or software documentation is provided to Buyer by Seller in any form whatsoever under an Order and no software license agreement governing this sale has been signed between Buyer and Seller, Buyer agrees to accept the terms and conditions stated below effective the date of the first delivery hereunder:
    Subject to the terms and conditions herein, the Seller grants to Buyer a nonexclusive, nontransferable license to use the software or software documentation provided herein: (i) in the course of the normal operation in or with Seller products which are installed, or are intended to be installed, on aircraft, (ii) in the analysis or the formatting of reports using data from such Seller products or, (iii) on Seller or non-Seller products that are used to test, maintain, download, or process information compiled by Seller products.
    Making copies of software or documentation except for one copy for archive purposes is prohibited unless specifically authorized by Seller in writing. Should such copying be authorized, Buyer will reproduce and include all Seller proprietary and copyright notices and other legends in the same manner that Seller provides such notices and legends, both in and on every copy of licensed software and documentation and in any form.
    The software license and rights granted by Seller to Buyer hereunder are personal to Buyer. The licensed software and documentation may not be sub-licensed, transferred, or loaned to any other party without Seller’s prior express written consent, except that Buyer may transfer the licensed software and documentation in conjunction with the resale of any flight equipment or Seller supplied test equipment in which the licensed software and documentation is installed or with which it is used. Such permission to transfer is contingent upon the resale or transfer of Buyer’s agreement to use and protect the confidentiality of the licensed software and documentation under the same or similar terms as those set forth in this software license. Buyer will, however, notify Seller in writing of the transfer of the licensed software and documentation.
    Buyer agrees to utilize all licensed software and documentation only as authorized herein. Buyer may not either itself or with the assistance of others, make modifications to the licensed software and documentation, including, but not limited to, translating, decompiling, disassembling or reverse assembling, reverse engineering, creating derivative or merged works, or performing any other operation on licensed software and documentation to recover any other operation on licensed software and documentation to recover any portion of the program listing, object code or source code or any information contained therein.
    Buyer agrees to accept and retain licensed software and documentation in confidence. Buyer agrees to take appropriate action by instruction, agreement or otherwise with Buyer’s employees, or agents or other persons who are permitted access to licensed software and documentation as follows to inform said employees, agents or other persons who may come into contact with it of the confidential nature of licensed software and documentation; and to satisfy its obligations under this software license with respect to use, copying, and protection and security of licensed software and documentation.
    This software license is effective as of the date of first delivery hereunder and shall continue until terminated by Buyer for any reason whatsoever upon thirty (30) days prior written notice to Seller, provided Buyer ceases using and either returns or destroys Seller software and documentation; or by Seller, if Buyer does not comply with any of the terms and conditions of this software license and Buyer fails to remedy such failure within thirty (30) days after having received notice from Seller of such failure.
    Notwithstanding the warranties provided elsewhere herein, Buyer acknowledges that licensed software and documentation may be aircraft or sensor specific and, as such, may require reasonable adjustment or refinement to suit Buyer’s specific requirements. Buyer shall provide reasonable aid to Seller in accomplishing such adjustments and refinements. Such reasonable adjustments or refinements shall commence on the date of delivery and be provided by Seller to Buyer for a period not to exceed ninety (90) days unless otherwise provided for in writing.
    Buyer agrees that it will not use the license software and documentation in the performance of a contract, or subcontract, with any Government in a manner so as to affect Seller rights to licensed software and documentation. If Buyer desires to use the licensed software or documentation in the performance of a contract or subcontract with a Government, prior to such use, Buyer shall consult with Seller as to the procedures and use of restrictive markings required to protect the ownership interest of Seller.
    This license and sale is subject to the laws and regulations, and other administrative acts, now or hereinafter in effect, of the United States and other governments and their departments and agencies relative to the exportation and/or re-exportation of licensed software and documentation. Buyer acknowledges that it will be responsible for compliance as necessary with such laws, regulations and administrative acts.
    Seller agrees to use reasonable efforts to secure any licenses or permits as may now or hereafter be required by the U.S. Government in connection with the performance of Seller obligations under this Order, but this will not be deemed to require any performance on the part of Seller which cannot lawfully be done pursuant to the laws, regulations and acts referred to above.
    Unless otherwise agreed in writing, all material, software, data processes, equipment, facilities and special tooling, which term includes but is not limited to jigs, dies, fixtures, molds, patterns, special taps, special gages, special test equipment, other special equipment and manufacturing aids and replacements thereof, used in the manufacture of products covered by an Order shall be and remain the property of Seller. Seller retains all rights, title and interest in drawings, engineering instructions, specifications, and all other written data, if any, furnished with the products.
    The prices quoted herein do not include sums necessary to cover any taxes or duties including but not limited to Federal, State, Municipal excise, sales or use taxes or import duties upon the production, sales, distribution, or delivery of goods or furnishing of services hereunder. Any taxes or duties that are due and owing hereunder shall be paid by the Buyer. Accordingly, Seller reserves the right to revise its price after the execution of this Order between the parties to include any and all taxes or duties that may become due hereunder and Seller may invoice Buyer for said additional amount. This clause shall survive the acceptance and complete performance of this Order by the parties herein.
    Neither party shall assign this Order or any portion thereof without the advance, written consent of the other party, which consent shall not be unreasonably withheld. The non-assigning party shall not have any obligation to an assignee of the assigning party unless such consent is obtained.
    Failure by Seller to assert all or any of its rights upon any breach of this Order shall not be deemed a waiver of such rights either with respect to such breach or any subsequent breach, nor shall any waiver be implied from the acceptance of any payment or service. No waiver of any right shall extend to or affect any other right Seller may possess, nor shall such waiver extend to any subsequent similar or dissimilar breach.
    If any provision of these Conditions of Sale is determined to be illegal, invalid, or unenforceable, for any reason, then such provision shall be deemed stricken for purpose of the dispute in question, and all other provisions shall remain in full force and effect.
    In Witness Whereof, this Agreement is duly executed by the duly authorized representatives of the parties as set forth below: