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Disclaimer
With respect to the recommended clauses available below, neither SINOSURE nor any of its employees, makes any warranty, express or implied, including the fitness for a particular purpose, or assumes any legal liability or responsibility for the accuracy, completeness, or usefulness of any information disclosed.
Recommended Clause 1: Jurisdiction Clause
Any questions relating to this Contract which are not expressly or implicitly settled by the provisions contained in the Contract itself shall be governed:
A、by the United Nations Convention on Contracts for the International Sale of Goods;
B、to the extent that such questions are not covered by CISG, by reference to the law of the country where the Seller has his place of business.
Recommended Clause 2: Dispute Settlement Clause
(1) Any dispute arising from the execution of, or in connection with, the present Contract should be settled through negotiation;
(2) In case no settlement can be reached, the case shall then be submitted to China International Economic and Trade Arbitration Commission( ”CIETAC” ) for arbitration in accordance with the Commission’s Provisional Rules of Procedure. The award rendered by the Commission shall be final and binding on both parties.
Recommended Clause 3: Interest Clause
(1) If a party does not pay a sum of money when it falls due, the other party is entitled to interest upon that sum from the time when payment is due to the time of payment;
(2) Unless otherwise agreed, the rate of interest shall be 2% above the average bank short-term lending rate to prime borrowers prevailing for the currency of payment at the place of payment, or where no such rate exists at that place, then the same rate in the State of the currency of payment;
(3) In the absence of such a rate at either place， the rate of interest shall be the appropriate rate fixed by the law of the State of the currency of payment.
Recommended Clause 4: Title Retaining Clause
(1)The goods shall remain the property of the Seller until the complete payment of the price, or as otherwise agreed;
(2) Property in the goods shall remain vested in the seller until payment in full thereof shall have been made by the buyer.
Recommended Clause 5: Exoneration Clause
(1) The seller will not be liable in any way for any delay, non delivery or default in shipment due to labor dispute, transportation shortage,delays in receipt of material, priorities, fires, accidents and other causes beyond the control of the Seller or its suppliers;
(2) If the seller, in its sole judgment, will be prevented directly or indirectly, on account of any cause beyond its control, then the Seller will have the right to terminate the Contract by notice in writing to the buyer, which notice will be accompanied by full refund of all sums paid by the Buyer pursuant to this Contract .
Recommended Clause 6: Remedy Clause
The Buyer’s exclusive remedy and the Seller’s limit of liability for any and all losses or damages resulting from defective goods or from any other cause will be for the purchase price of the particular delivery with respect to which losses or damages are claimed, plus any transportation charges actually paid by the buyer.
Recommended Clause 7: Modification Clause
The Contract cannot be modified in any way except in writing signed by all the parties to this Contract.
Recommended Clause 8: Independence Clause
If any clause of this Contract is held unconscionable by any court of competent jurisdiction, arbitration panel or other official finder of fact, the clause will be deleted from this Contract and the balance of this Contract will remain in the full force and effect.
Recommended Clause 9: Succession Clause
The Contract will inure to the benefit of and be binding upon the Seller and the Buyer and their respective successors and assigns.
