技術(shù)出口合同范文

1、技術(shù)出口合同范本技術(shù)出口是指境內(nèi)公司、企業(yè)、科研機(jī)構(gòu)以及其他組織或者個人(不包括外商投資企業(yè)、外國在中國的公司、企業(yè)以及其他經(jīng)濟(jì)組織和個人)，通過貿(mào)易或者經(jīng)濟(jì)技術(shù)合作途徑(不包括對外經(jīng)濟(jì)技術(shù)援助和科技合作與交流項(xiàng)目)向境外的公司、企業(yè)、科研機(jī)構(gòu)以及其他組織或者個人提供技術(shù)。以下是筆者今天要與大家分享的：技術(shù)出口合同相關(guān)范本。內(nèi)容僅供參考，歡迎閱讀!技術(shù)出口合同Contract for Equipment Sales and Technology LicensingContract No. _This Contract (hereinafter referred to as the Contra

2、ct) 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 e_isting under the laws of _ with its registered address at ­­­­­­­­­­­­­­­

3、;­­­­­­­­­­­­­­­­­­_, and with its principal place of business at _ (hereinafter referred to as the Buyer), and _, a company incorporated and e_isting under the laws of the Peoples Republic of China with its registered address a

4、t ­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­_, and with its principal place of business at _(hereinafter referred to as the Seller).Whereas, the Buyer desires to engage the Sell

5、er 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 Erection, Test Run, Commissioning, Performance Test，operation and maintenance for the Equipment, as well

6、 as manufacture of the Contract Products. Now it is hereby mutually agreed as follows:Article 1 Definitions1.1 Acceptance means the Buyer accepted the Equipment in accordance with Article 11.5.1.2 Commissioning means the operation of the Equipment in accordance with Article 11.4 for the purpose of c

7、arrying 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 Contract Products refers to all types of the products manufactured with Patent and/or Know-how under the

8、Contract, details of which are specified in Appendi_ 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 fulfillment of all the conditions stated in Article 18.1.1.7 Equipment means the equipment, machinery, instrume

9、nts, spare parts and materials supplied by the Seller as listed in Appendi_ 3.1.8 Erection means placing the Equipment to the positions according to the design drawings, and connecting it with relevant equipment and utilities.1.9 Improvement refers to new findings and/or modifications made in the va

10、lidity 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 indicators.1.10 Job Site means the site where the Equipment shall be located and/or erected, namely _.1.11 Know-how refe

11、rs to any valuable technical knowledge, data, indices, drawings, designs and other technical information, concerning the Erection, Test Run, Commissioning, Performance Test，operation and maintenance for the Equipment as well as manufacture of the Contract Products, developed and owned or legally acq

12、uired 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 appropriate protection measures have been taken by the Seller for keeping Know-how in secrecy. The specific desc

13、ription of Know-how is set forth in Appendi_ 3.1.12 Last Shipment means the shipment with which the accumulated invoice value of shipped goods has reached _ ( ) percent of the total Equipment price.1.13 Patent refers to any and all of the effective patent rights possessed by the Seller and licensed

14、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 Contract Products, the No. and list of which are set forth in Appendi_ 3.1.14 Performance Test means the tests for e_a

15、mining whether the Equipment is able to meet guarantee figures specified in Appendi_ 1.1.15 Technical Documentation means the technical indices and data, specifications, drawings, processes, technical and quality standards, and other documents carrying the descriptions and e_planations of Patent, Kn

16、ow-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 of the Contract Products, to be provided by the Seller as listed in Appendi_ 4.1.16 Technical Service means the techn

17、ical instruction, assistance and guidance rendered by the Seller as per Appendi_ 6.1.17 Technical Training means the training rendered by the Seller as per Appendi_ 7.1.18 Test Run means the initial run of a single machine or the whole system of the Equipment without materials.1.19 Warranty Period m

18、eans 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.Article 2 Scope of the Contract2.1 The Sellers Obligation2.1.1 The Seller shall supply the Equipment, provide the design, Techni

19、cal 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 The Seller shall supply the Equipment which is listed in Appendi_ 3, the specification is detailed in Appendi_ 1.2.1.3 The Sel

20、ler shall provide design in accordance with Appendi_ 5, and submit to the Buyer the Technical Documentation listed in Appendi_ 4.2.1.4 The Seller shall conduct the Technical Services at the Job Site as per Appendi_ 6.2.1.5 The Seller shall conduct the Technical Training as per Appendi_ 7.2.2 The Buy

21、ers Obligation2.2.1 The Buyer shall at his own costs and e_penses, provide the Seller with all information and data concerning the design as per Appendi_ 2. The Buyer shall ensure the completeness, correctness and accuracy of all such information and data.2.2.2 The Buyer shall at his own costs and e

22、_penses, 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 in time.2.2.3 The Buyer shall at his own costs and e_penses, perform all the civil works, construction, Erection, Test Run， Commis

23、sioning and Performance Test in accordance with the Technical Documentation under the Technical Services rendered by the Seller as per Appendi_ 6.2.2.4 The Buyer shall at his own costs and e_penses, supply all the equipments, spare parts and facilities required, e_cept for the Equipment supplied by

24、the Seller as per Appendi_ 3.2.2.5 The Buyer shall at his own costs and e_penses, provide the qualified and appropriate technical personnel, labor, tools, utilities and the Job Site in time for Erection, Test Run, Commissioning, and Performance Test as specified in Appendi_ 2.2.2.6 The Buyer shall a

25、t his own costs and e_penses, perform necessary administration and security guard at the Job Site.Article 3 Grant of License3.1 The Seller agrees to grant to the Buyer and the Buyer agrees to obtain from the Seller a license to manufacture the Contract Products as well as to conduct Erection, Test R

26、un, 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 name, model, specification, and technical data of the Contract Products are detailed in Appendi_ 1. The Buyer shall not make use of Paten

27、t 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 Products manufactured by the Buyer shall in no case e_ceed _.3.2 (Option 1) The license granted under the Contract shall be an e_clusive li

28、cense. The Seller shall not retain its right to grant the licenses to any third parties, or to e_plore Patent and/or Know-how as well as to sell the Contract Products by itself within the territory specified in Article 3.4.(Option 2) The license granted under the Contract shall be a non-e_clusive li

29、cense. The Seller shall retain its right to grant the licenses to any third parties, and to e_plore Patent and/or Know-how as well as to sell the Contract Products 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-s

30、ublicensing license, under which the Buyer shall neither be entitled to transfer nor grant sub-license to any third party without prior written approval from the Seller.3.4 Territory3.4.1 The Seller agrees to grant the license to the Buyer only within the territory of _ (country or region). The Buye

31、r shall not e_plore 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 grant 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

32、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 have the right to terminate the Contract without prejudice to any remedies specified in the Contract.Article 4 Price4.1 The Buyer agrees to pay t

33、he total Contract price, Technical Training and Technical Service fee to the Seller.4.2 The total Contract price, including price of the Equipment, design, Technical Documentation and a license fee in a fi_ed amount, shall be _(say _ only).The breakdown price is as follows:The price for Equipment is

34、 _(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 Contract 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

35、 interpreted in accordance with INCOTERMS 20_, issued by the INTERNATIONAL CHAMBER OF COMMERCE (ICC).4.2.2 The total Contract price includes the price for spare parts listed in Appendi_ 3. However, the total Contract price does not cover the supply of any other spare parts. At the Buyers request, th

36、e Seller may provide with any other spare parts. A separate agreement shall be signed between the parties.4.2.3 The above price is fi_ed and firm.4.3 The total Contract price does not cover the Technical Service fee and Technical Training fee specified in Appendi_ 6,7.4.4 The total Contract price as

37、 well as the Technical Training and Technical Service fee shall not be regarded or in any way be e_plained or interpreted as covering any of the custom duties, ta_es, or charges, fees, and e_penses unless e_pressly listed in the Contract.Article 5 Payment5.1 Down PaymentWithin _ ( ) days after signi

38、ng the Contract, the Buyer shall pay _ ( ) percent of the total Contract price amounting _ by T/T to the Seller.The Beginning of Option.5.2 Option One: Payment by Sight L/CThe balance of the total Contract price amounting _ ( says _ only ) shall be paid by an irrevocable Letter of Credit at sight, i

39、ssued 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 upon the presentation of the following documents till _(specific e_piration date or a specific circumstance for the e_piration of the L

40、etter 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 following documents have been submitted by the Seller:(a) Bill of Lading in one (1) original and _ ( ) copies;(b) Commercial Invoice in one (1) o

41、riginal and _ ( ) copies;(c) Packing list in one (1) original and _ ( ) copies;(d) Certificate of Origin in one (1) original and _ ( ) copies;(e) Insurance Policy in one (1) original and _ ( ) copies;5.2.2 _ ( ) percent of the total Contract price amounting _ (say _ only) shall be paid by the Buyer

42、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 Buyer as per Article 11.5, or the Sellers written statement specifying the lapse of more than seven (7) days after the Sellers notice requesting th

43、e 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 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

44、 Seller:a) One (1) original Letter of Retention Guarantee in the form of Appendi_ 10;b) One (1) copy of Commercial Invoice.5.2 Option Two: Payment under a L/GThe balance of the total Contract price amounting _ (say _ only ), plus interest for deferred payment in the amount of _ (say _ only ), totali

45、ng _ (say _ only ) as detailed in Appendi_ 12 shall be paid by the Buyer by installments as specified in Appendi_ 12 and backed by an irrevocable Letter of Guarantee in favor of the Seller as per the Appendi_ 11, issued within _ ( ) days after signing the Contract by the reputable bank in _ acceptab

46、le to the Seller.The End of Option.5.3 All the banking charges incurred in the Sellers bank shall be borne by the Seller while those incurred outside the Sellers bank shall be borne by the Buyer.Article 6 Delivery of Equipment and Technical Documentation6.1 The Delivery of the Equipment6.1.1 The del

47、ivery of the Equipment listed in Appendi_ 3 shall be completed within _ ( ) months from the Effective Date of the Contract.6.1.2 Within _ ( ) months after the Effective Date of the Contract, the Seller shall send to the Buyer a preliminary delivery schedule by fa_.Not later than _ ( ) days before th

48、e 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, appro_imate dimensions, volume of each package and time of each shipment.6.1.3 The port of shipment is _, while the por

49、t of destination is _.6.1.4 Advance shipment, partial shipment and transshipment are allowed, however, the Seller shall inform the Buyer thirty (30) days before such shipment.6.1.5 The date of Bill of Lading for each shipment shall be considered as the actual delivery date.6.1.6 The Seller shall not

50、ify the Buyer by fa_ of the following within five (5) working days after each shipment is effected:(a) Contract number(b) Name of the vessel and loading port(c) Name of the Equipment shipped(d) Number and date of Bill of Lading(e) Total volume(f) Total gross and net weight(g) Total number of package

51、s/cases6.1.7 The Seller shall airmail the following documents in duplicate to the Buyer:(a) Bill of Lading(b) Commercial Invoice(c) Packing List(d) Certificate of Origin(e) Insurance Policy.6.2 The Late Delivery of the Equipment6.2.1 If the Seller fails to deliver the Equipment in accordance with th

52、e final delivery schedule, the Seller shall pay to the Buyer liquidated damages for such delay at the following rates:(a) From the first week to the fourth week, the liquidated damages shall be_ ( ) percent of the value of the delayed portion of the Equipment perweek(b) From the fifth week to the ei

53、ghth week, the liquidated damages shall be_ ( ) percent of the value of the delayed portion of the Equipment per week(c) From the ninth week, the liquidated damages shall be _ ( ) percent ofthe value of the delayed portion of the Equipment per week6.2.2 The fractions of four days or more shall be co

54、unted as one week and fractions of less than four days shall be omitted. The total aggregate amount of the liquidated damages shall not e_ceed _ ( ) percent of the value of the delayed portion Equipment.6.2.3 The Seller shall be released from the liability to the Buyer whatsoever in respect of the l

55、ate delivery after his payment of liquidated damages in accordance with Article 6.2. Notwithstanding the Sellers payment of the liquidated damages for the late delivery Equipment, the Seller shall not be released from his obligation to deliver the Equipment.6.3 The Delivery of the Technical Document

56、ation6.3.1 The Technical Documentation listed in Appendi_ 4 shall be delivered CIP _airport by air within _ ( ) months after the Effective Date of the Contract.6.3.2 The date of airway bill shall be regarded as the actual delivery date of the Technical Documentation.6.3.3 Within _ ( ) working days a

57、fter sending each lot of the Technical Documentation, the Seller shall inform the Buyer of the Contract number, item number, number and date of airway bill and the flight.6.3.4 In case of shortage, loss of or damage to the Technical Documentation due to the Sellers reason, the Seller shall make supplement to the Buyer within _ ( ) days after receiving the Buyers written notification without any further charge.Article 7 Packing and Marking7.1 The Equipment shall be packed to withstand long distance transportation