SALES 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: 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:

11 Shipping Mark: 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 stenciled 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 favor of the Seller payable at the issuing bank against presentation of documents as stipulated under Clause 18.A of the Contract, 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. 14 Terms of Shipment:

14.1 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.

14.2 The carrying vessel charted by the Seller shall be seaworthy and cargo worthy. 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.

14.3 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.

14.4 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.

14.5 For cargo lots over 1000 M/T each, or any other lots less than 1000 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 and telex of the carrier.

14.6 For cargo lots over 1000 M/T each, or any other lots less than 1000 metric tons but

identified by the Buyer, the Master of the carrying vessel shall notify the Buyer respectively 7 days and 24 hours prior to the arrival of the vessel at the port of destination, by telex about its ETA (expected time of arrival), contract number, the name of commodity, and quantity.

14.7 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 circumstances shall be the Buyer accept vessel over 25 years of age.

14.8 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.

14.9 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.

14.10 The seller shall be responsible for veering the cargo with relevant insurance with

irrespective percentage.

15 Advice of Shipment: Within 48 hours immediately after completion of loading of goods on

board the vessel the seller shall advise the Buyer by 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 abovementioned advice of shipment by telex, the Seller shall be held responsible for any and

all damages and/or losses attributable to such failure. 16 Shipping Documents:

16.1 The Seller shall present the following documents to the paying bank for negotiation of

payment:

16.1.1 Full set of clean on board, “freight prepaid”, Ocean Bills of Lading, made out to

order and blank endorsed, notifying ___ at the port of destination.

16.1.2 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.

16.1.3 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.

16.1.4 Two copies each of the certificates of quality and quantity or weight issued by the

manufacturer and/or qualified independent surveyor at the loading port and must indicate full specifications of goods conforming to stipulations in Letter of Credit.

16.1.5 One duplicate copy of the telex advice of shipment as stipulated in Clause 15 of

the Terms of Delivery.

16.1.6 A letter attesting that extra copies of abovementioned documents have been

dispatched according to the Contract.

16.1.7 A letter attesting that the nationality of the carrying vessel has been approved by

the Buyer.

16.1.8 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.

16.2 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 handwriting by authorized officers of the issuing company or corporation.

16.3 Through Bill of Lading, Stale Bill of Lading, Short Form Bill of Lading, shall not be

acceptable.

16.4 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.

16.5 Documents issued earlier than the opening date of Letter of Credit shall not be

acceptable.

16.6 Charter Party Bill of Lading shall not be acceptable unless Beneficiary provides one

copy each of the Charter Party, Master’s or Mate’s receipt, shipping order and cargo or stowage plan and/or other documents called for in the Letter of Credit by the Buyer. 16.7 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.

16.8 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.

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16.9 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.

16.10 Banking charges outside the People’s Republic of China shall be for the Seller’s

Account.

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. Inspection & claims:

In case the quality, quantity or weight of the goods and any other aspects 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. Damages:

With the exception of late delivery or nondelivery 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. Force Majeure:

If shipment of the contracted goods is prevented or delayed in whole or in part due to Force Majeure, the Sellers shall not be liable for nonshipment or late shipment of the goods under this Contract. However, the Sellers shall notify the Buyers by fax or telex and furnish the latter within 15 days by registered airmail with a certificate issued by the competent authorities at the place of occurrence attesting such event or events. Arbitration:

All disputes arising out of the performance of, or relating to this Contract, shall be settled amicably through negotiation. In case no settlement can be reached through negotiation, the case shall then be submitted to the China International Economic and Trade Arbitration Commission for arbitration in accordance with its arbitration rules. The arbitral award is final and binding upon both parties.

22 Governing Law: _______

The Buyer: The Seller: