Contract No:_________
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．装运唛头，卖方负责在每件货物上用牢固的不褪色的颜料明显地刷印或标明下述唛头，以及目的口岸、件号、毛重和净重、尺码和其它买方要求的标记。如系危险及／或有毒货物，卖方负责保证在每件货物上明显地标明货物的性质说明及习惯上被接受的标记。
11、mark shown as below in addition to the port of destination， packagenumber， gross and net weights， measurements and other marks as the Buyermay require stencilled or marked conspicuously with fast and unfailingpigments 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 thegenerally adopted symbol shall be marked conspicuously on each package.
12．付款条件：买方于货物装船时间前一个月通过 银行开出以卖方为抬头的不可撤销信用证，卖方在货物装船启运后凭本合同交货条款第18条A款所列单据在开证银行议付贷款。上述信用证有效期将在装船后15天截止。
12、Terms of Payment:One month prior to the time of shipment the Buyer shall open with theBank of an irrevocable Letter of Credit in favour of the Sellerpayable at the issuing bank against presentation of documents asstipulated under Clause 18. A. of SECTION II， the Terms of Delivery ofthis Contract after departure of the carrying vessel. The said Letter ofCredit shall remain in force till the 15th day after shipment.
13．其它条件：除非经买方同意和接受，本合同其它一切有关事项均按第二部分交货条款之规定办理，该交货条款为本合同不可分的部分，本合同如有任何附加条款将自动地优先执行附加条款，如附加条款与本合同条款有抵触，则以附加条款为准。
13、Other Terms:Unless otherwise agreed and accepted by the Buyer， all other mattersrelated to this contract shall be governed by Section II， the Terms ofDelivery which shall form an integral part of this Contract. Anysupplementary terms and conditions that may be attached to this Contractshall automatically prevail over the terms and conditions of this Contractif such supplementary terms and conditions come in conflict with terms andconditions herein and shall be binding upon both parties.
14、FOB/FAS TERMS
14.1The shipping space for the contracted goods shall be booked bythe Buyer or the Buyer's shipping agent _________.
14.2Under FOB terms， the Seller shall undertake to load thecontracted goods on board the vessel nominated by the Buyer on any datenotified by the Buyer， within the time of shipment as stipulated in Clause8 of this Contract.
14.3Under FAS terms， the Seller shall undertake to deliver thecontracted goods under the tackle of the vessel nominated by the Buyer onany date notified by the Buyer， within the time of shipment as stipulatedin Clause 8 of this Contract.
14．D．货物装运日前10－15天，买方应以电报或电传通知卖方合同号、船只预计到港日期、装运数量及船运代理人的名称。以便卖方经与该船运代理人联系及安排货物的装运。卖方应将联系结果通过电报或电传及时报告买方。如买方因故需要变更船只或者船只比预先通知卖方的日期提前或推迟到达装运港口，买方或其船运代理人应及时通知卖方。卖方亦应与买方的运输代理或买方保持密切联系。
14.4 10-15 days prior to the date of shipment， the Buyer shall informthe Seller by cable or telex of the contract number， name of vessel， ETAof vessel， quantity to be loaded and the name of shipping agent， so as toenable the Seller to contact the shipping agent direct and arrange theshipment of the goods. The Seller shall advise by cable or telex in timethe Buyer of the result thereof. Should， for certain reasons， it becomenecessary for the Buyer to replace the named vessel with another one， orshould the named vessel arrive at the port of shipment earlier or laterthan the date of arrival as previously notified to the Seller， the Buyeror 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.
14.5Should the Seller fail to load the goods on board or to deliverthe goods under the tackle of the vessel booked by the Buyer. Within thetime as notified by the Buyer， after its arrival at the port of shipmentthe Seller shall be fully liable to the Buyer and responsible for alllosses and expenses such as dead freight， demurrage. Consequential lossesincurred upon and/or suffered by the Buyer.
14．F．如船只撤换或延期或退关等而未及时通知卖方停止交货，在装港发生的栈租及保险费损失的计算，应以代理通知之装船日期（如货物晚于代理通知之装船日期抵达装港，应以货物抵港日期）为准，在港口免费堆存期满后第十六天起由买方负担，人力不可抗拒的情况除外。上述费用均凭原始单据经买方核实后支付。但卖仍应在装载货船到达装港后立即将货物装船，交负担费用及风险。
14.6Should the vessel be withdrawn or replaced or delayed eventuallyor the cargo be shut out etc.， and the Seller be not informed in good timeto stop delivery of the cargo， the calculation of the loss in storageexpenses and insurance premium thus sustained at the loading port shall bebased on the loading date notified by the agent to the Seller (or based onthe date of the arrival of the cargo at the loading port in case the cargoshould arrive there later than the notified loading date). Theabovementioned loss to be calculated from the 16th day after expiry of thefree storage time at the port should be borne by the Buyer with theexception of Force Majeure. However， the Seller shall still undertake toload the cargo immediately upon the carrying vessel's arrival at theloading port at its own risk and expenses. The payment of the afore-saidexpenses shall be effected against presentation of the original vouchersafter the Buyer's verification.
15、C&F Terms
15.1The Seller shall ship the goods within the time as stipulated inclause 8 of this Contract by a direct vessel sailing from the port ofloading to China port. Transhipment on route is not allowed without theBuyer's prior consent. The goods shall not be carried by vessels flyingflags of countries not acceptable to the Port Authorities of China.
15.2The carrying vessel chartered by the Seller shall be seaworthyand cargoworthy. The Seller shall be obliged to act prudently andconscientiously when selecting the vessel and the carrier when charteringsuch vessel. The Buyer is justified in not accepting vessels chartered bythe Seller that are not members of the PICLUB.
15.3The carrying vessel chartered by the Seller shall sail and arriveat the port of destination within the normal and reasonable period oftime. Any unreasonable aviation or delay is not allowed.
15.4The age of the carrying vessel chartered by the Seller shall notexceed 15 years. In case her age exceeds 15 years， the extra averageinsurance premium thus incurred shall be borne by the Seller. Vessel over20 years of age shall in no event be acceptable to the Buyer.
15．E．一次装运数量超过一千吨的货载或其它少于一千吨但买方指明的货载，卖方应在装船日前至少10天用电传或电报通知买方合同号、商品名称、数量、船名、船龄、船籍、船只主要规范、预计装货日、预计到达目的港时间、船公司名称、电传和电报挂号。
15.5For cargo lots over 1，000 M/T each， or any other lots less than1，000 metric tons but identified by the Buyer， the Seller shall， at least10 days prior to the date of shipment， inform the Buyer by telex or cableof the following information: the contract number， the name of commodity，quantity， the name of the carrying vessel， the age， nationality， andparticulars of the carrying vessel， the expected date of loading， theexpected time of arrival at the port of destination， the name， telex andcable address of the carrier.
15.6For cargo lots over 1，000 M/T each， or any other lots less than1，000 metric tons but identified by the Buyer， the Master of the carryingvessel shall notify the Buyer respectively 7 (seven) days and 24(twenty-four) hours prior to the arrival of the vessel at the port ofdestination， by telex or cable about its ETA (expected time of arrival)，contract number， the name of commodity， and quantity.
15．G．如果货物由班轮装运，载货船只必须是 船级社最高船级或船级协会条款规定的相同级别的船级，船只状况应保持至提单有效期终了时止，以装船日为准船龄不得超过20年。超过20年船龄的船只，卖方应负担超船龄外保险费。买方绝不接受超过25年船龄的船只。
15.7If goods are to be shipped per liner vessel under liner Bill ofLading， the carrying vessel must be classified as the highest or equivalent class as per the Institute Classification Clause and shallbe so maintained throughout the duration of the relevant Bill of Lading.Nevertheless， the maximum age of the vessel shall not exceed 20 years atthe date of loading. The seller shall bear the average insurance premiumfor liner vessel older than 20 years. Under no circum -stances shall theBuyer accept vessel over 25 years of age.
15.8For break bulk cargoes， if goods are shipped in containers by theSeller without prior consent of the Buyer， a compensation of a certainamount to be agreed upon by both parties shall be payable to the Buyer bythe Seller.
15.9The Seller shall maintain close contact with the carrying vesseland shall notify the Buyer by fastest means of communication about any andall accidents that may occur while the carrying vessel is on route. TheSeller shall assume full responsibility and shall compensate the Buyer forall losses incurred for its failure to give timely advice or notificationto the Buyer.
16、CIF Terms:
Under CIF terms， besides Clause 15 C&F Terms of this contract whichshall be applied the Seller shall be responsible for covering the cargowith relevant insurance with irrespective percentage.
17、Advice of Shipment:
货物装船完毕后48小时内，卖方应即以电报或电传通知买方合同号、商品名称、所装重量（毛／净）或数量、发票价值、船名、装运口岸、开船日期及预计到达目的港时间。如因卖方未及时用电报或电传给买方以上述装船通知而使买方不能及时保险，卖方负责赔偿买方由此而引起的一切损害及／或损失。
Within 48 hours immediately after completion of loading of goods onboard the vessel the Seller shall advise the Buyer by cable or telex ofthe contract number， the name of goods， weight (net/gross) or quantityloaded， invoice value， name of vessel， port of loading， sailing date andexpected time of arrival (ETA) at the port of destination. Should theBuyer be unable to arrange insurance in time owing to the Seller's failureto give the above mentioned advice of shipment by cable or telex， theSeller shall be held responsible for any and all damages and/or lossesattributable to such failure.
18、Shipping Documents
18.1The Seller shall present the following documents to the payingbank for negotiation of payment:
18.1.1Full set of clean on board， freight prepaid for C&F/CIF Termsor Freight to collect for FOB/FAS Terms， Ocean Bills of Lading， made outto order and blank endorsed， notifying _________at the port ofdestination.
18.1.2Five copies of signed invoice， indicating contract number， L/Cnumber， name of commodity， full specifications， and shipping mark， signedand issued by the Beneficiary of Letter of Credit.
18.1.3Two copies of packing list and/or weight memo with indicationof gross and net weight of each package and/or measurements issued bybeneficiary of Letter of Credit.
18.1.4Two copies each of the certificates of quality and quantity orweight issued by the manufacturer and/or a qualified independent surveyorat the loading port and must indicate full specifications of goodsconforming to stipulations in Letter of Credit.
18.1.5One duplicate copy of the cable or telex advice of shipment asstipulated in Clause 17 of the Terms of Delivery.
18.1.6A letter attesting that extra copies of abovementioneddocuments have been dispatched according to the Contract.
18.1.7A letter attesting that the nationality of the carrying vesselhas been approved by the Buyer.
18.1.8The relevant insurance policy covering， but not limited to atleast 110% of the invoice value against all and war risks if the insuranceis covered by the Buyer.
18.2Any original document(s) made by rephotographic system， automatedor computerized system or carbon copies shall not be acceptable unlessthey are clearly marked as ORIGINAL. and certified with signatures inhand writing by authorised officers of the issuing company or corporation.
18.3Through Bill of Lading， Stale Bill of Lading， Short Form Bill ofLading， shall not be acceptable.
18.4Third Party appointed by the Beneficiary as shipper shall not beacceptable unless such Third Party Bill of Lading is made out to the orderof shipper and endorsed to the Beneficiary and blank endorsed by theBeneficiary.
18.5Documents issued earlier than the opening date of Letter ofCredit shall not be acceptable.
18.6In the case of C&F/CIF shipments， Charter Party Bill of Ladingshall not be acceptable unless Beneficiary provides one copy each of theCharter Party， Master's of Mate's receipt， shipping order and cargo orstowage plan and/or other documents called for in the Letter of Credit bythe Buyer.
18.7The seller shall dispatch， in care of the carrying vessel， twocopies each of the duplicates of Bill of Lading. Invoice and Packing Listto the Buyer's receiving agent， _________at the port of destination.
18.8Immediately after the departure of the carrying vessel， theSeller shall airmail one set of the duplicate documents to the Buyer andthree sets of the same to _________ TransportationCorporation at the port of destination.
18.9The Seller shall assume full responsibility and be liable to theBuyer and shall compensate the Buyer for all losses arising from goingastray of and/or the delay in the dispatch of the above mentioneddocuments.
18.10Banking charges outside the People's Republic of China shall befor 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 provideinstruction leaflets stating the hazardous or poisonous properties，transportation， storage and handling remarks， as well as precautionary andfirst-air measures and measures against fire. The Seller shall airmail，together with other shipping documents， three copies each of the same tothe Buyer and_________ Transportation Corporation at the port ofdestination.
21、Inspection & claims:
货物在目的口岸卸毕60天内（如果用集装箱装运则在开箱后60天）经中国进出口商品检验局复验，如发现品质、数量或重量以及其它任何方面与本合同规定不符，除属于保险公司或船行负责者外，买方有权凭上述检验局出具的检验证书向卖方提出退货或索赔。因退货或索赔引起的一切费用包括检验费、利息及损失均由卖方负担。在此情况下，凡货物适于抽样及寄送时如卖方要求，买方可将样品寄交卖方。
In case the quality， quantity or weight of the goods be found not inconformity with those as stipulated in this Contract upon re-inspection bythe China Commodity Import and Export inspection Bureau within 60 daysafter completion of the discharge of the goods at the port of destinationor， if goods are shipped in containers， 60 days after the opening of suchcontainers， the Buyer shall have the right to request the Seller to takeback the goods or lodge claims against the Seller for compensation forlosses upon the strength of the Inspection Certificate issued by the saidBureau， with the exception of those claims for which the insurers orowners of the carrying vessel are liable， all expenses including but notlimited to inspection fees， interest， losses arising from the return ofthe goods or claims shall be borne by the Seller. In such a case， theBuyer may， if so requested， send a sample of the goods in question to theSeller， provided that sampling and sending of such sample is feasible.
22、Damages:
因人力不可抗拒而推迟或不能交货者除外，如果卖方不能交货或不能按合同规定的条件交货，卖方应负责向买方赔偿由此而引起的一切损失和遭受的损害，包括买价及／或买价的差价、空舱费、滞期费，以及由此而引起的直接或间接损失。买方有权撤销全部或部分合同，但并不妨碍买方向卖方提出索赔的权利。
With the exception of late delivery or non-delivery due to ForceMajeure causes， if the Seller fails to make delivery of the goods inaccordance with the terms and conditions， jointly or severally， of thisContract， the Seller shall be liable to the Buyer and indemnify the Buyerfor all losses， damages， including but not limited to， purchase priceand/or purchase price differentials， deadfreight， demurrage， and allconsequential direct or indirect losses. The Buyer shall nevertheless havethe right to cancel in part or in whole of the contract without prejudiceto the Buyer's right to claim compensations.
23、Force Majeure:
由于一般公认的人力不可抗拒原因而不能交货或延迟交货，卖方或买方都不负责任。但卖方应在事故发生后立即用电报或电传告买方并在事故发生后15天内航空邮寄买方灾害发生地点之有关政府机关或商会所出具的证明，证实灾害存在。如果上述人力不可抗拒继续存在60天以上，买方有权撤销合同的全部或一部。
Neither the Seller or the Buyer shall be held responsible for latedelivery or non-delivery owing to generally recognized Force Majeurecauses. However in such a case， the Seller shall immediately advise bycable or telex the Buyer of the accident and airmail to the Buyer within15 days after the accident， a certificate of the accident issued by thecompetent government authority or the chamber of commerce which is locatedat the place where the accident occurs as evidence thereof. If the saidForce Majeure cause lasts over 60 days， the Buyer shall have the rightto cancel the whole or the undelivered part of the order for the goods asstipulated in Contract.
24、Arbitration:
双方同意对一切因执行和解释本合同条款所发生的争议，努力通过友好协商解决。在争议发生之日起一个合理的时间内，最多不超过90天，协商不能取得对买卖双方都满意的结果时，如买方决定不向他认为合适的有管辖权的法院提出诉讼，则该争议应提交仲裁。除双方另有协议，仲裁应在中国北京举行，并按中国国际贸易促进委员会对外贸易仲裁委员会所制订的仲裁规则和程序进行仲裁，该仲裁为终局裁决，对双方均有约束力。仲裁费用除非另有决定，由败诉一方负担。
Both parties agree to attempt to resolve all disputes between theparties with respect to the application or interpretation of any termhereof of transaction hereunder， through amicable negotiation. If adispute cannot be resolved in this manner to the satisfaction of theSeller and the Buyer within a reasonable period of time， maximum notexceeding 90 days after the date of the notification of such dispute， thecase under dispute shall be submitted to arbitration if the Buyer shoulddecide not to take the case to court at a place of jurisdiction that theBuyer may deem appropriate. Unless otherwise agreed upon by both parties，such arbitration shall be held in _________， and shall be governed by therules and procedures of arbitration stipulated by the Foreign TradeArbitration Commission of the China Council for the Promotion ofInternational Trade. The decision by such arbitration shall be accepted asfinal and binding upon both parties. The arbitration fees shall be borneby the losing party unless otherwise awarded.
Buyer（signature）:_________ Seller（signature）:_________
Date:_______ Date:_______