PURCHASE CONTRACT

PURCHASE CONTRACT

　　　　　　　　　　　　　　　　　 Whole Doc.

　　　　　　　　　　　　　　　　　 Contract No:
　　　　　　　　　　　　　　　　　 Date:
　　　　　　　　　　　　　　　　　 The Buyer:
　　　　　　　　　　　　　　　　　 The Seller:
　　The Contract,made out,in Chinese and English,both version being equally authentic, by and between the Seller and the Buyer whereby the Seller agrees to sell and the Buyer agrees to buy the undermentioned goods subject to terms and condi- tions set forth hereinafter as follows:

　　　　　　　　　　　　　　　　　 SECTION 1

1 Name of Commodity and specification
2 Country of Origin & Manufacturer
3 Unit Price (packing charges included)
4 Quantity
5 Total Value
6 Packing (seaworthy)
7 Insurance (to be covered by the Buyer unless otherwise)
8 Time of Shipment
9 Port of Loading
10 Port of Destination
mark shown as below in addition to the port of destination, package number, gross and net weights, measurements and other marks as the Buyer may require stencilled or marked conspi- cuously with fast and unfailing pigments on each package. In the case of dangerous and/or poisonous cargo(es), the Seller is obliged to take care to ensure that the nature and the generally adopted symbol shallbe marked conspicuously on each package.
12 Terms of Payment:
　　 One month prior to the time of shipment the Buyer shall open with the Bank of_______an irrevocable Letter of Credit in favour of the Seller payable at the issuing bank against presentation of documents as stipulated under Clause 18. A. of SECTION II,the Terms of Delivery of this Contract after departure of the carrying vessel. The said　Letter of Credit shall remain in force till the 15th day after shipment.
13 Other Terms:
　　 Unless otherwise agreed and accepted by the Buyer, all other matters related to this contract shall be governed by Section II,the Terms of Delivery which shall form an integral part of this Contract.Any supplementary terms and conditions that may be attached to this Contract shall automatically prevail over the terms and conditions of this Contract if such supplementary terms and conditions come in conflict with terms and conditions herein and shall be binding upon both parties.
　　FOR THE SELLER　　　　　　　　　　　 FOR THE BUYER

　　　　　　　　　　　　　　　　　 SECTION 2

　　　　　　　　　　　　　　　　14 FOB/FAS TERMS

　　14.1 The shipping space for the contracted goods shall be booked by the Buyer or the Buyer's shipping agent __________.
　　14.2　Under FOB terms,the Seller shall undertake to load the contracted goods on board the vessel nominated by the Buyer　on　any　date notified by the Buyer, within the time of shipment as stipulated in Clause 8 of this Contract.
　　14.3 Under FAS terms,the Seller shallundertake to deliver the contracted goods under the tackle of the vessel nominated by the Buyer　on any date notified by the Buyer, within the time of shipment as　stipulated in Clause 8 of this Contract.
　　14.4 10-15 days prior to the date of shipment, the Buyer shall　inform the Seller by cable or telex of the contract number, name of　vessel,ETA of vessel, quantity to be loaded and the name of shipping agent, so as　to enable the Seller to contact the shipping agent direct and arrange the shipment of the goods. The Seller shall advise by cable or telex in time the Buyer of the result thereof. Should, for certain　reasons,it become necessary for the Buyer to replace the named vessel with another one,or should the named vessel arrive at the port of shipment　earlier　or　later than the date of arrival as previously notified to the Seller,　the　Buyer or its shipping agent shall advise the Seller to this effect in due　time.
The Seller shall also keep in close contact with the agent or the Buyer.
　　14.5 Should the Seller fail to load the goods on board or to deliver the goods under the tackle of the vessel booked by the Buyer.　Within　the time as notified by the Buyer, after its arrival at the port of shipment the Seller shall be fully liable to the　Buyer　and　responsible　for　all losses and expenses such as dead freight,demurrage. Consequential losses incurred upon and/or suffered by the Buyer.
　　14.6 Should the vessel be withdrawn or replaced ordelayed eventually or the cargo be shut out etc., and the Seller be not informed in good time to stop delivery of the cargo, the calculation of the loss in storage expenses and insurance premium thus sustained at the loading port shall be based on the loading date notified by the agent to the Seller(or based on the date of the arrival of the cargo at the loading port in case the cargo should arrive there later than the notified loading date). The above mentioned loss to be calculated from the 16th day after expiry of the free storage time at the port should　be　borne　by　the　Buyer　with　the exception of Force Majeure. However, the Seller shall still undertake to load the cargo immediately upon　the　carrying　vessel's　arrival　at　the loading port at its own risk and expenses. The payment of　the　afore-said expenses shall be effected against presentation of the original vouchers after the Buyer's verification.

　　　　　　　　　　　　　　　　　15 C&F Terms

　　15.1 The Seller shall ship the goods within the time as stipulated in clause 8 of this Contract by a direct vessel　sailing　from　the　port　of loading to China port. Transhipment on route is not allowed without the Buyer's prior consent. The goods shall not be carried　by　vessels　flying flags of countries not acceptable to the PortAuthor Authorities of China.
　　15.2 The carrying vessel chartered by the Seller shall be seaworthy and cargoworthy.The Seller　shall　be　obliged　to　act　prudently　and conscientiously when selecting the vessel and the carrier when chartering such vessel. The Buyer is justified in not accepting vessels chartered　by the Seller that are not members of the PICLUB.
　　15.3 The carrying vessel chartered by the Seller shall sail and arrive at the port of destination within the　normal and reasonable period of time.Any unreasonable aviation or delay is not allowed.
　　15.4 The age of the carrying vessel chartered by the Seller shall not exceed 15 years. In case her age　exceeds　15 years,the　extra　average insurance premium thus incurred shall be borne by the Seller . Vessel over 20 years of age shall in no event be acceptable to the Buyer.
　　15.5 For cargo lots over 1,000 M/T each, or any other lots less than 1,000 metric tons but identified by the Buyer, the Seller shall, at　least 10 days prior to the date of shipment, inform the Buyer by telex or cable of the following information: the contract number, the name of　commodity,
quantity,the name of the carrying vessel,the age,nationali-　ty,and particulars of the carrying vessel,the expected date　of loading,the expected time of arrival at the port of dest destination, the name,telex and cable address of the carrier.
　　15.6 For cargo lots over 1,000 M/T each, or any other lots less than 1,000 metric tons but identified by the Buyer, the Master of the　carrying vessel shall notify the Buyer respectively 7 (seven) days and 24(twenty-four) hours prior to the arrival of the　vessel　at　the　port　of destination, by telex or cable about its ETA (expected time of arrival), contract number, the name of commodity, and quantity.
　　15.7 If goods are to be shipped per liner vessel under liner Bill of Lading, the carrying vessel must be classified as the highest ____________ or equivalent class as per the Institute Classification Clause and shall be so maintained throughout the duration of the relevant Bill　of　Lading.
Nevertheless, the maximum age of the vessel shall not exceed 20 years at the date of loading. The seller shall bear the average　insurance　premium for liner vessel older than 20 years. Under no circum -stances shall the Buyer accept vessel over 25 years of age.
　　15.8 For break bulk cargoes, if goods are shipped in containers by the Seller without prior consent of the Buyer, a　compensation　of　a　certain amount to be agreed upon by both parties shall be payable to the Buyer by the Seller.
　　15.9 The Seller shall maintain close contact with the carrying vessel and shall notify the Buyer by fastest means of communication about any and all accidents that may occur while the carrying vessel is on route.The Seller shall assume full responsibility and shall compensate the Buyer for all losses incurred for its failure to give timely advice or notification to the Buyer.

　　　　　　　　　　　　　　　　 16 CIF Terms:

　Under CIF terms ,besides Clause 15 C & F Terms of this　contract which shall be applied the Seller shall be respon- sible for　covering　the　cargo with relevant insurance with irrespective percentage.

　　　　　　　　　　　　　　 17 Advice of Shipment:

　　 Within 48 hours immediately after completion of loading of　goods　on board the vessel the Seller shall advise the Buyer by cable　or　telex　of the contract number, the name of goods,　weight　(net/gross)　or　quantity loaded, invoice value, name of vessel, port of loading, sailing　date　and
expected time of arrival (ETA) at the port of destination.　Should the Buyer be unable to arrange insurance in time owing to the Seller's failure to give the above mentioned advice of shipment　by　cable　or　telex,　the Seller shall be held responsible for any and　all damages and/or losses attribu-
table to such failure.

　　　　　　　　　　　　　　 18 Shipping Documents

　　18.A The Seller shall present the following documents　to the paying bank for negotiation of payment:
　　18.A.1 Full set of clean on board, "freight prepaid" for C&F/CIF Terms or "Freight to collect" for FOB/FAS Terms,Ocean Bills of Lading, made out to order and blank endorsed,noti-　 fying　___________at the port of destination.
　　18.A.2 Five copies of signed invoice, indicating contract number,L/C number, name of commodity, full specifications, and shipping mark,signed and issued by the Beneficiary of Letter of Credit.
　　18.A.3 Two copies of packing list and/or weight memo　with　indication of gross and net weight of each　package　and/or measure　measurements issued by beneficiary of Letter of Credit.
　　18.A.4 Two copies each of the certificates of quality and quantity or weight issued by the manufacturer and/or aquali qualified independent surveyor at the loading port and must　indicate full specifications of goods conforming to stipula- tions in Letter of Credit.
　　18.A.5 One duplicate copy of the cable or telex advice of shipment as stipulated in Clause 17 of the Terms of Delivery.
　　 18.A.6　A　letter　attesting　that　extra　copies　of　abovementioned documents have been dispatched according to the Contract.
　　18.A.7 A letter attesting that the nationality of the carrying　vessel has been approved by the Buyer.
　　18.A.8 The relevant insurance policy covering, but not limited to at least 110% of the invoice value against all and war risks if the insurance is covered by the Buyer.
　　18.B Any original document(s) made by rephotographic system, automated or computerized system or carbon copies shall　not　be　acceptable　unless they are clearly marked as "ORIGINAL." and certified　with　signatures　in hand writing by authorised officers of the issuing company or corporation.
　　18.C Through Bill of Lading, Stale Bill of Lading, Short Form Bill　of Lading, shall not be acceptable.
　　18.D Third Party appointed by the Beneficiary as shipper shall not be acceptable unless such Third Party Bill of Lading is made out to the order of shipper and endorsed to the　Beneficiary　and　blank　endorsed　by　the Beneficiary.
　　18.E Documents issued earlier than　the　opening　date　of　Letter　of Credit shall not be acceptable.
　　18.F In the case of C&F/CIF shipments, Charter Party　Bill　of　Lading shall not be acceptable unless Beneficiary provides one copy each　of　the Charter Party, Master's of Mate's receipt, shipping　order　and　cargo　or stowage plan and/or other documents called for in the Letter of Credit　by
the Buyer.

　　18.G The seller shall dispatch, in care of the　carrying　vessel,　two copies each of the duplicates of Bill of Lading. Invoice and Packing　List to the Buyer's receiving agent, _______________at the port of destination.
　　18.H Immediately after the　departure　of　the　carrying　vessel,　the Seller shall airmail one set of the duplicate documents to the Buyer and three sets of the same to_______ Transportation Corporation at the port of destination.
　　18.I The Seller shall assume full responsibility and be liable to　the Buyer and shall compensate the Buyer for all　losses　arising　from　going astray of and/or　the　delay　in　the　dispatch　of　the　above　mentioned documents.
　　18.J Banking charges outside the People's Republic of China　shall be for the Seller's account.

　　19 If the goods under this Contract are to be dispatched by　air , all the terms and conditions of this Contract　in　connection with ocean transportation shall be governed by relevant air terms.

　　20 Instruction leaflets on dangerous cargo:

　　 For dangerous and/or poisonous cargo,the　Seller　must　provide instruction　leaflets　stating　the　hazardous　or　poisonous　properties, transportation, storage and handling remarks, as well as precautionary and first-air measures and measures against fire.The Seller shall airmail, together with other shipping documents, three copies each of the　same　to
the Buyer and___________________ Transportation Corporation at the port of destination.

　　　　　　　　　　　　　　21 Inspection & claims:

　　 In case the quality, quantity or weight of the goods be found not in conformity with those as stipulated in this Contract upon re-inspection by the China Commodity Import and Export inspection　Bureau　within　60 days after completion of the discharge of the goods at the port of　destination
or, if goods are shipped in containers, 60 days after the opening of such containers, the Buyer shall have the right to request the Seller to take back the goods or lodge claims against the　Seller　for　compensation　for losses upon the strength of the Inspection Certificate issued by the　said
Bureau, with the exception of those　claims　for　which　the　insurers　or owners of the carrying vessel are liable, all expenses including but not limited to inspection fees, interest, losses arising from　the　return　of the goods or claims shall be borne by the Seller.　In　such　a　case,　the
Buyer may, if so requested, send a sample of the goods in question to　the Seller, provided that sampling and sending of such sample is feasible.

　　　　　　　　　　　　　　　　　22 Damages:

　　 With the exception of late delivery or　non-delivery　due　to　"Force Majeure" causes, if the Seller fails to make　delivery　of　the　goods in accordance with the terms and conditions, jointly or　severally,of this Contract, the Seller shall be liable to the Buyer and indemnify the　Buyer
for all losses, damages, including but　not　limited　to,　purchase　price and/or purchase　price　differentials,dead-　freight,demurrage,and all consequential direct or indirect losses. The Buyer shall nevertheless have the right to cancel in part or in whole of the contract without　prejudice to the Buyer's right to claim compensations.

　　　　　　　　　　　　　　　 23 Force Majeure:

　Neither the Seller or the Buyer shall be held responsible　for late delivery or non-delivery owing to generally recog-　nized "Force　Majeure" causes. However in such a case, the Seller shall immediately advise　by cable or telex the Buyer of the accident and airmail to the Buyer within 15 days after the accident, a certificate of the accident　issued　by　the
competent government authority or the chamber of commerce which is located at the place where the accident occurs as evidence thereof. If the said "Force Majeure" cause lasts over 60 days, the Buyer shall have　the　right to cancel the whole or the undelivered part of the order for the goods　as
stipulated in Contract.

　　　　　　　　　　　　　　　　24 Arbitration:

　　 Both parties agree to attempt to resolve　all　disputes　between　the parties with respect to the application　or　interpretation of any term hereof of transaction hereunder,　through amicable negotiation.If a dispute cannot be resolved in this manner to the satisfaction of the Seller and the Buyer within a　reasonable　period　of　time,　maximum　not
exceeding 90 days after the date of the notification of such dispute,the case under dispute shall be submitted to arbitra- tion if the Buyer should decide not to take the case to court at a place of jurisdiction thatthe Buyer may deem appropriate .Unless otherwise agreed upon by both parties, such arbitra- tion shall be held in ________,and shall be governed　by　the rules and procedures　of　arbitration　stipulated　by　the　Foreign　Trade Arbitration　Commission of the China　Council　for the Promotion of International Trade. The decision by such arbitration shall be accepted as final and binding upon both parties. The arbitration fees shall　be　borne by the losing party unless otherwise awarded.