PURCHASE CONTRACT

　　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 conditions 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 conspicuously 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 shall be 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 shall undertake 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 or delayed 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

　　abovementioned 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 Port 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, nationality, and

　　particulars of the carrying vessel, the expected date of loading, the

　　expected time of arrival at the port of 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 responsible 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

　　attributable 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, notifying ___________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 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 a qualified independent surveyor

　　at the loading port and must indicate full specifications of goods

　　conforming to stipulations 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, deadfreight, 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 recognized "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 arbitration if the Buyer should

　　decide not to take the case to court at a place of jurisdiction that the

　　Buyer may deem appropriate. Unless otherwise agreed upon by both parties,

　　such arbitration 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.

　　Our Contract Template Database is complied in accordance with laws of P.R.China.This English document is translated according to its Chinese version. In case of discrepancy, the original version in Chinese shall prevail.