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.