第七章 销售合同和销售确认书

1. 第七章 销售合同和销售确认书 • 学习目标 • 了解销售合同和确认书的基本内容 • 重点掌握销售确认书和合同形式和要求 • 了解围绕销售合同的信函往来书写的典型句型和表达用语

2. 概述 如果卖方的报价（offer）无条件地被买方接受，或者买卖双方经过贸易条款磋商达成一致，由买发方发出订单；或买方根据卖方报价直接发出订单，再由卖方对订单进行函电确认以后，交易就进入了定购货物阶段。这时可由卖方寄发销售合同或者销售确认书，也可由买方在订购货物时直接把购货合同或者购货确认寄给卖方。购货合同和购货确认书是买卖双方在通过交易磋商达成交易后，是由买方出具并寄给双方加以确认的列明达成交易条件的书面证明，经买卖双方签署的确认书，是法律上有效的文件，对买卖双方具有同等的约束力。

3. 订购和购货合同 销售确认书和销售合同是买卖双方在通过交易磋商达成交易后，是由卖方出具并寄给双方加以确认的列明达成交易条件的书面证明，经买卖双方签署的确认书，是法律上有效的文件，对买卖双方具有同等的约束力。 在进出口贸易中，销售合同主要有两种形式，即正式合同(contract)和合同确认书(confirmation)，虽然繁简不同，但具有同等法律效力，对买卖双方均有约束力。 书面合同的内容一般由下列三部分组成：约首、正文、约尾。

4. 销售确认书及相关函电往来

5. 重要语句 As per the terms sated in your offer The quality is as per the catalogue we've provided. Take special care of the quality and the package A strong seaworthy wooden case seaworthy packing Reserve the right to do something

6. 销售确认书及相关函电往来

7. 重要语句 Countersign Enclosed is our contract No.123in duplicate, of which please return us one copy, duly countersign. Return one copy to us for file A confirmed and irrevocable Letter of credit in our favor Turn out to be your entire satisfaction

8. 销售确认书及相关函电往来

9. 重要语句 Counter signature in urgent need of As we are in urgent need of the goods, please make up and ship our order immediately.

10. 销售确认书条款 PAYMENT: By confirmed, irrevocable, transferrable and divisible L/C to be available by sight draft to reach the sellers before _____ and to remain valid for negotiation in China until 15 days after the aforesaid time of shipment. The L/C must specify that trans-shipment and partial shipments are allowed. ARBITRATE CLAUSES: Any dispute arising out of in connection with thus contract shall be referred to China international economic and trade arbitration commission for arbitration in accordance with its existing rules of arbitration. The place of arbitration shall be __________. The arbitral award is final and binding upon the two parties.

11. 销售合同及相关函电往来

12. 销售确认书及相关函电往来

13. 重要语句 Prevailing quotations On the same terms With a view to encouraging business We agree to your proposal with a view to development of business. Avoid subsequent amendments

14. 销售合同 7. Shipping mark: On each package shall be stenciled conspicuously: port of destination, package number, gross and net weights, measurement and the shipping mark shown on the right side .(for dangerous and/or poisonous cargo, the nature and the generally adopted symbol shall be marked conspicuously on each package) 10. Terms of Payment: By Confirmed, Irrevocable, Transferable and Divisible L/C to be available by sight draft to reach the Seller before____and to remain valid for negotiation in China until_____after the Time of Shipment. The L/C must specify that transshipment and partial shipments are allowed. The Buyer shall establish a Letter of Credit before the above-stipulated time, failing which. the Seller shall have the right to rescind this Contract upon the arrival of the notice at Buyer or to accept whole or part of this Contract non fulfilled by the Buyer, or to lodge a claim for the direct losses sustained, if any.

15. 销售合同 13. Quality/Quantity discrepancy: In case of quality discrepancy, claim should be filed by the Buyer within 30 days after the arrival of the goods at port of destination, while for quantity discrepancy, claim should be filed by the Buyer within 15 days after the arrival of the goods at port of destination. It is understood that the Seller shall not be liable for any discrepancy of the goods shipped due to causes for which the Insurance Company, Shipping Company, other Transportation Organization /or Post Office are liable.

16. 销售合同 14. The Seller shall not be held responsible for failure or delay in delivery of the entire lot or a portion of the goods under this Sales Contract in consequence of any Force Majeure incidents, which might occur. Force Majeure as referred to in this contract means unforeseeable， unavoidable and insurmountable objective conditions.

17. 销售合同 15. Arbitration: Any dispute arising from or in connection with the Sales Contract shall be settled through friendly negotiation. In case no settlement can be reached, the dispute shall then be submitted to China International Economic and Trade Arbitration Commission (CIETAC, Shenzhen Commission) for arbitration in accordance with its rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties

18. 销售合同 16. Notices: All notice shall be written in____and served to both parties by fax/e-mail /courier according to the following addresses. If any changes of the addresses occur, one party shall inform the other party of the change of address within____days after the change. 17. This Contract is executed in two counterparts each in Chinese and English， each of which shall be deemed equally authentic. This Contract is in____copies effective since being signed by both parties.

19. 常用语句 1. We have received in due course your S/C No.123 in duplicate. As requested, we have signed and are enclosing one copy for your file. 2. Upon receipt of the said, please arrange shipment and inform us by fax of the vessel and the date of sailing 3. The commodity shall be packed in new wooden cases suitable for ocean transportation. 4. The seller guarantees that the leather bags contacted for will be made of the best materials with first-class workmanship.

20. 常用语句 5. In accordance with the international trade practice, both parties, once entered into a contract, are liable for its execution. 6. As it is specially stipulated in the contract, the relevant L/C should reach the seller 15 days before the month of shipment, that is, the L/C covering the goods to be shipped in August should reach the buyer not later than August 15.