輸出契約の留意点
長光正明　Copyright © Masaaki Nagamitsu 2009

１．費用の増加条項を設ける
INCREASED COST
If Seller's cost(s) of performance is(are) increased after the date of this Contract by reason of increased freight rate(s), tax(es) or other governmental charge(s), or insurance premium(s) for War & S.R.C.C risks, such increased cost(s) is(are) entirely on the account of Buyer.

２．信用状の場合のL/Cの有効期限を設ける
PAYMENT(規定の一部）
L/C must be made available fifteen (15) days beyond the contracted time of shipment.

３．品質保証と瑕疵担保責任の免責条項を設ける
WARRANTY
UNLESS EXPRESSLY STIPULATED ON FACE OF THIS CONTRACT, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE FITNESS AND SUITABILITY OF THE GOODS FOR ANY PARTICULAR PURPOSE AND/OR MERCHANTABILITY

中古品売買における保証免除条項
The Products sold hereunder are purchased by the Buyer on an "AS IS, WHERE IS" and "WITH ALL FAULTS" basis and the Seller does not warrant that they are of merchantable quality or that they can be used for any particular purpose.

"AS IS, WHERE IS" 現状のまま、現在在る場所で
"WITH ALL FAULTS" すべて買い主の責任で

４．保険条件の中に戦争危険及びストライキ危険を別に設ける
INSURANCE(規定の一部）
Any additional insurance (such as War Risks & SRCC Risks) requested by Buyer shall be on Buyer's account and its premium shall be added to the invoice amount for which the Letter of Credit/Terms of Payment shall provide accordingly.

５．工業所有権侵害防止条項の規定
PATENT, TRADE MARK, ETC.
1 Buyer shall hold Seller harmless from, and shall waive any claim against Seller for, any liability for infringement of patent, utility model, design, trade mark, brand, pattern, copyright, or other industrial property rights in the Goods whether in the Buyer's country or any other country, provided however that Seller shall be liable for any such infringement in Seller's country if the above mentioned rights so infringed are not designated or selected by Buyer.
2 Nothing herein contained shall be construed as a transfer of any such industrial and/or intellectual property rights in the Goods, and such ownership and right shall be expressly reserved to the true and lawful owner(s) thereof

６．不可抗力条項を設ける
FORCE MAJEURE:
１　Seller shall not be liable for any delay in shipment or delivery, or non-delivery, of all or any part of the Goods, or for any other default in performance of this Contract due to the occurrence of any event of force majeure (hereinafter referred to as "Force Majeure"), including, but not limited to, flood, earthquake, typhoon, tidal wave, perils of the sea, fire, explosion or other act of God, prohibition of exportation, embargo or other type of trade control, governmental order, regulation or direction, or quarantine restriction, strike, lockout, slowdown, sabotage, or other labor dispute, war, hostilities, riot, civil commotion, mobilization, revolution or threat thereof, boycotting, accidents or breakdown of machinery, plant, transportation or loading facilities, shortage of petroleum products, fuel, electricity, energy sources, water, other raw materials, substantial change of the present international monetary system or other severe economic dislocation, bankruptcy or insolvency of the manufacturers or suppliers of the Goods, or any other causes or circumstances directly or indirectly affecting the activities of Seller, manufacturer or supplier of the Goods.
２　On the occurrence of any event of Force Majeure, Seller may, by giving notice to Buyer, (i) extend the time of delivery/shipment of the Goods or of performance of other obligations arising under the terms of this Contract, and/or (ii) cancel unconditionally the whole or any part of this Contact, and Buyer shall accept such of the above action(s) as Seller may take.

７．積遅れ条項を設ける
上のForce Majeureの第２項のような規定がない場合、次の積戻しの条項を規定する
DELAYED SHIPMENT
In all cases of Force Majeure provided in Article xxx, the period of shipment stipulated shall be extended for a period of sixty (60) days, In case shipment within the extended period should still be prevented by a continuance of the causes mentioned in Article xxx or the consequences of any of them, Seller may, by giving notice to Buyer, (i) extend the time of delivery/shipment of the Goods or of performance of other obligations arising under the terms of this Contract, and/or (ii) cancel unconditionally the whole or any part of this Contact, and Buyer shall accept such of the above action(s) as Seller may take.

８．クレーム提起期限を設ける
CLAIM
１　No claim of any kind or nature shall be raised by Buyer under this Contract unless made in writing to be accompanied by full particulars of the claim and the evidence thereof certified by sworn surveyor(s) within fifteen(15) days after the arrival of the Goods at the destination specified on the face of this Contract or in the transport document.
２　Seller shall have the option in full settlement of such claim to repair the defective goods, replace with conforming goods or repay the purchase price.
３　In any event, Seller shall not be responsible to Buyer for any incidental, consequential, or special damages.

中国との輸出契約で特に留意する条項

１.所有権留保条項を設ける
⇒　Payment への追加
In the event that the Goods to be shipped are delivered to Buyer before full payment for the said Goods, Seller is entitled to retain title to such Goods untill the full payment has been made.

２.買主の支払遅延の場合の規定を設ける
⇒　Late Payment 規定の追加
�@買主の支払遅延の場合の延滞金利条項を設ける
In the event of late payment by Buyer, Seller shall be entitled to interest on such late payment at the rate of fifteen percent (15%) a year (360 days) or the maximum rate allowed by the law of the country of Buyer, whichever is lower, for the period from the due date to the actual date of payment.
�A買主の支払遅延の場合の出荷停止条項を設ける
In the event of late payment by Buyer, Seller may suspend to carry out the shipment and/or the next shipment (if applicable), untill the full payment has been made.
�B買主の支払遅延の場合の担保提供条項を設ける
In the event of late payment by Buyer, Buyer shall, upon Seller’s request, furnish adequate assurance/security (including any pledging of the Buyer’s receivables for the Goods resold by Buyer) satisfactory to Seller.

３.売主の契約違反の賠償責任の限度額規定を設ける
⇒　Remedy for Seller's breach 規定の追加
In the event of the breach of this Contract by Seller, the Buyer's exclusive remedy and the Seller's limit of liability shall be for the actual damages directly sustained by Buyer from such breach, which shall in no event exceed the purchase price of Goods provided in this Contract and actually received by Seller with respect of which the damages shall have occured.

４.不適切な使用/消費の場合の品質保証の免責条項を設ける
⇒　Warranty 規定に追加
The warranty shall not apply to any part of Goods which (i) are not normally consumed/used in operation, (ii) are consumed/used in deviation from Seller’s manuals or instructions, (iii) are not properly stored, installed, used, maintained, repaired or modified, (iv) have been subjected to any other kind of misuse or detrimental exposure, (v) have been involved in an accident or (vi) are normally/naturally worn down.

５.P/L規定を設ける
⇒　Product Liability 規定の追加
1　Buyer shall indemnify and hold Seller harmless from and against any and all claims, causes of actions, liabilities, demands, costs or expenses of any nature whatsoever (including, without limitation, attorneys' fees and disbursements) incurred or suffered by Seller pursuant to any applicable law (including, without limitation, the Product Liability Law of Buyer's country) in connection with any loss or damage (including, without limitation, personal injury or property damage) caused by defects in Goods, whether patent or latent, and claimed by Buyer's customers or any other third parties.
2　Buyer shall effect Product Liability Insurance to cover Bodily Injury &/or Property Damage caused by Goods.

ドイツのILMVACというVacuum Pumpsを作っている会社の支払条件
eneral Terms for Delivery and Payment of ILMVAC GmbH
http://www.ilmvac.com/content/info/agbs.asp
§ 3 Prices and Terms of Payment, Right of Retention, Set-Off
3.1. The prices are net prices (ex-works). The Customer is obliged to pay expenses such as packaging, costs of insurance, training, installation and transportation as well as the current legal VAT additionally.
3.2. Price increases beyond ILMVAC´s responsibility (e.g., increases of purchase prices) entitle ILMVAC to pass such increases on to the Customer.
3.3. Unless otherwise agreed, an advance payment of thirty percent shall be due at the time of the conclusion of contract. The second third shall be due with the delivery and the final payment shall be settled within 14 working days after delivery.
3.4. Payments must be done without any deduction unless otherwise agreed expressively in writing.
3.5. Agreed cash discounts will only be granted when all financial obligations from earlier deliveries have been settled by the Customer.
3.6. Unless otherwise agreed, payments must be done in EURO by bank transfer on time to ILMVAC´s account. ILMVAC is not obliged to accept any cheques or bills of exchange or any other promise to pay.
3.7. Repair orders and the delivery of parts are immediately due for net payment. 3.8. Part delivery of products or rendering of services in instalments shall entitle ILMVAC to demand for part payment accordingly.
3.9. ILMVAC is entitled to set off payments of the Customer against older debts, despite stipulations of the Customer to the contrary.
3.10. The Set-Off or the retention of due payments by the Customer are only permitted against ILMVAC´s claims with counter-claims which have been recognised by ILMVAC or are legally binding by a judgement.
3.11. In the event of late payment, ILMVAC shall be entitled to claim for interests of 10 percent above the current interest rate of the European Central Bank, beginning from the date of delay. Additionally, ILMVAC may suspend its performance and delivery duties until receive of the payment still due.
3.12. If the due amount is not paid within three months, ILMVAC shall be entitled to terminate, at its choice, the unpaid part or the entire contract by notice in writing. The Customer compensates ILMVAC for the losses incurred.