Purchase Contract

　　(Contract No.): _______________
　　(Date) :_______________________
　　(Signed at) :__________________
　　The Buyer:_____________________
　　Address: ______________________
　　(Tel):_________________________
　　(Fax):_________________________
　　(E-mail):______________________
　　The Seller:____________________
　　Address: ______________________
　　(Tel):_________________________
　　(Fax):_________________________
　　(E-mail):______________________
　　The Seller and the Buyer agree to conclude this Contract subject to the terms and conditions stated below:
　　1.（Name, Specifications and Quality of Commodity）：
　　2.（Quantity）：
　　（__________% more or less allowed）
　　3.（Unit Price）：_______________________
　　4.（Total Amount）：_____________________
　　5. (Terms of Delivery) FOB/CFR/CIF_______________________
　　6. (Country of Origin and Manufacturers):________________
　　7.（Packing）：_______________________
　　The packing of the goods shall be preventive from dampness, rust, moisture, erosion and shock, and shall be suitable for ocean transportation/ multiple transportation. The Seller shall be liable for any damage and loss of the goods attributable to the inadequate or improper packing. The measurement, gross weight, net weight and the cautions such as 'Do not stack up side down', 'Keep away from moisture', 'Handle with care' shall be stenciled on the surface of each package with fadeless pigment.
　　8.（Shipping Marks）：____________________
　　9.（Time of Shipment）：__________________
　　10.（Port of Loading）：__________________
　　11.（Port of Destination）：______________
　　12.（Insurance）：________________________
　　Insurance shall be covered by the ________ for 110% of the invoice value against _______ Risks and __________ Additional Risks.
　　13.（Terms of Payment）：
　　(1)　Letter of Credit: The Buyer shall, ______ days prior to the time of shipment /after this Contract comes into effect, open an irrevocable Letter of Credit in favor of the Seller. The Letter of Credit shall expire ____ days after the completion of loading of the shipment as stipulated.
　　(2)　Documents against payment: After shipment, the Seller shall draw asight bill of exchange on the Buyer and deliver the documents throughSellers bank and ______ Bank to the Buyer against payment, i.e D/P.The Buyer shall effect the payment immediately upon the first presentation of the bill(s) of exchange.
　　(3)　Documents against Acceptance: After shipment, the Seller shall draw a sight bill of exchange, payable_____ days after the Buyers delivers the document through Seller’s bank and ________Bank to the Buyer against acceptance (D/A ___ days). The Buyer shall make the paymentondate of the bill of exchange.
　　(4)　Cash on delivery (COD): The Buyer shall pay to the Seller total amount within ______ days after the receipt of the goods (This clauseis not applied to the Terms of FOB, CFR, CIF).
　　14.（Documents Required）：
　　The Seller shall present the following documents required to the bankfor negotiation/collection:
　　(1)　Full set of clean on board Ocean/Combined Transportation/Land Bills of Lading and blank endorsed marked freight prepaid/ to collect;
　　(2)　Signed commercial invoice in ______copies indicating Contract No., L/C No. (Terms of L/C) and shipping marks;
　　(3)　Packing list/weight memo in ______ copies issued by______；
　　(4)　Certificate of Quality in _______ copies issued by______；
　　(5)　Certificate of Quantity in ___ copies issued by______；
　　(6)　Insurance policy/certificate in ___ copies (Terms of CIF)；
　　(7)　Certificate of Origin in ___ copies issued by______；
　　(8)　(Shipping advice):
　　The Seller shall, within ____ hours after shipment effected, send by courier each copy of the above-mentioned documents No. ＿＿.
　　15.（Terms of Shipment）：
　　(1)　The Seller shall, 30 days before the shipment date specified in the Contract, advise the Buyer by _______ of the Contract No., commodity, quantity, amount, packages, gross weight, measurement, and the date of shipment in order that the Buyer can charter a vessel/book shipping space. In the event of the Seller's failure to effect loading when the vessel arrives duly at the loading port, all expenses includingdead freight and/or demurrage charges thus incurred shall be for the Seller's account.
　　(2)　The Seller shall ship the goods duly within the shipping duration from the port of loading to the port of destination. Under CFR terms,the Seller shall advise the Buyer by _________ of the Contract No., commodity, invoice value and the date of dispatch two days before the shipment for the Buyer to arrange insurance in time.
　　16.（Shipping Advice）：
　　The Seller shall, immediately upon the completion of the loading of the goods, advise the Buyer of the Contract No., names of commodity, loading quantity, invoice values, gross weight, name of vessel and shipment date by _________ within ________hours.
　　17.（Quality Guarantee）：
　　The Seller shall guarantee that the commodity must be in conformity with the quatity, specifications and quantity specified in this Contract and Letter of Quality Guarantee. The guarantee period shall be ______ months after the arrival of the goods at the port of destination,and during the period the Seller shall be responsible for the damage due to the defects in designing and manufacturing of the manufacturer.
    18.（Inspection）：
　　(1)　The Seller shall have the goods inspected by ______ days before the shipment and have the Inspection Certificate issued by____. The Buyer may have the goods reinspected by ________ after the goods?rrival at the destination.
　　(2)　The manufacturers shall, before delivery, make a precise and comprehensive inspection of the goods with regard to its quality, specifications, performance and quantity/weight, and issue inspection certificates certifying the technical data and conclusion of the inspection.After arrival of the goods at the port of destination, the Buyer shall apply to China Commodity Inspection Bureau (hereinafter referred toas CCIB) for a further inspection as to the specifications and quantity/weight of the goods. If damages of the goods are found, or the specifications and/or quantity are not in conformity with the stipulations in this Contract, except when the responsibilities lies with Insurance Company or Shipping Company, the Buyer shall, within _____ days after arrival of the goods at the port of destination, claim against the Seller, or reject the goods according to the inspection certificate issued by CCIB. In case of damage of the goods incurred due to thedesign or manufacture defects and/or in case the quality and performance are not in conformity with the Contract, the Buyer shall, duringthe guarantee period, request CCIB to make a survey.
　　19.（Claim）：
　　The buyer shall make a claim against the Seller (including replacement of the goods) by the further inspection certificate and all the expenses incurred therefrom shall be borne by the Seller. The claims mentioned above shall be regarded as being accepted if the Seller fail to reply within ______days after the Seller received the Buyer's claim.20.（Late delivery and Penalty）:
Should the Seller fail to make delivery on time as stipulated in the Contract, with the exception of Force Majeure causes specified in Clause 21 of this Contract, the Buyer shall agree to postpone the delivery on the condition that the Seller agree to pay a penalty which shall be deducted by the paying bank from the payment under negotiation. The rate of penalty is charged at______% for every ______ days, odd days less than _____days should be counted as ______ days. But the penalty, however, shall not exceed_______% of the total value of the goods involved in the delayed delivery. In case the Seller fail to make delivery ______ days later than the time of shipment stipulated in the Contract, the Buyer shall have the right to cancel the Contract andthe Seller, in spite of the cancellation, shall nevertheless pay the aforesaid penalty to the Buyer without delay.
　　The buyer shall have the right to lodge a claim against the Seller for the losses sustained if any.
　　21.（Force Majeure）：
　　The Seller shall not be responsible for the delay of shipment or non-delivery of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Seller shall advise the Buyer immediately of the occurrence mentioned above and within_____ days thereafter the Seller shall send a notice by courier to the Buyer for their acceptance of a certificate ofthe accident issued by the local chamber of commerce under whose jurisdiction the accident occurs as evidence thereof. Under such circumstances the Seller, however, are still under the obligation to take allnecessary measures to hasten the delivery of the goods. In case the accident lasts for more than _____ days the Buyer shall have the rightto cancel the Contract.
　　22. (Arbitration):
　　Any dispute arising from or in connection with the Contract shall be settled through friendly negotiation. In case no settlement is reached,the dispute shall be submitted to China International Economic and Trade Arbitration Commission (CIETAC),Shenzhen Commission for arbitration in accordance with its rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.
　　23.（Notices):
　　All notice shall be written in _____ and served to both parties by fax/courier according to the following addresses. If any changes of theaddresses occur, one party shall inform the other party of the changeof address within ____days after the change.
　　24.The terms FOB、CFR、CIF in the Contract are based on INCOTERMS 2000 of the International Chamber of Commerce.
　　25. (Additional clause)：
　　Conflicts between Contract clause hereabove and this additional clause, if any, it is subject to this additional clause.
　　This Contract is executed in two counterparts each in Chinese and English, each of which shall deemed equally authentic. This Contract is　in ______ copies, effective since being signed/sealed by both parties.
    26.Representative of the Buyer
　　(Authorized signature):_______________
　　Representative of the Seller
　　(Authorized signature):_______________