2. Sales Confirmation

Contract No.

Date:

Signed at:

Sellers:

Address:

Fax:

Buyers:

Address:

Fax:

The undersigned sellers and buyers have agreed to close the following transactions according to the terms and conditions stipulated below:

1. Name of Commodity and Specification:

2. Quantity:

3. Unit Price:

4. Amount:

5. Total Value:

With ________ more or less both in amount and quantity allowed at the Seller’s option.

6. Packing:

7. Time of Shipment: Within_______ days after receipt of L/C allowing transshipment and partial shipment.

8. Port of Loading:

9. Port of Destination:

10. Terms of Payment: By 100% confirmed irrevocable, transferable and divisible Letter of Credit to be available by sight draft and to remain valid for negotiation in China until the 15th day after the aforesaid Time of Shipment.

11. Insurance: ( ) Covering All Risks and War Risk only (excluding SRCC) as per the China Insurance Clauses; ( ) To be effected by the buyers.

12. Shipping Mark:

13. It is mutually agreed that the Inspection Certificate of Quality and Quantity (Weight) issued by the China Import and Export Commodity Inspection Bureau at the port of shipment shall be part of the documents to be presented for negotiation under the relevant L/C. The buyers shall have the right to reinspect the Quality and Quantity (Weight) of the cargo. The reinspection fee

shall be borne by the Buyers. Should the Quality and/or Quantity (Weight) be found not in conformity with that of the contract, the Buyers are entitled to lodge with the Sellers a claim which should be supported by survey reports issued by a recognized Surveyor approved by the Sellers.

14. Remarks:

(1) The buyers shall have the covering Letter of Credit reach the Sellers (or notify the Import License Number) before _________, otherwise the Sellers reserve the right to rescind without further notice or to accept whole or any part of this Sales Confirmation not fulfilled by the Buyers, or to lodge a claim for losses.

(2) For transactions concluded on CIF basis it is understood that the insurance amount will be for 110% of the invoice value against the risks specified in the Sales Confirmation. If additional Insurance amount of coverage is required, the buyers must have the consent of the Sellers before Shipment and the additional premium is to be borne by the buyers.

(3) Quality/Quantity Discrepancy: In case of quality discrepancy, claim should be filed by the Buyers within 3 months after the arrival of the goods at port of destination, while of quantity discrepancy; claim should be filed by the Buyers within 15 days after the arrival of the goods at port of destination. It is understood that the Sellers shall not be liable for any discrepancy of the goods shipped due to causes for which the Insurance Company, Shipping Company, other Transportation Organization and / or Post Office are liable.

(4) The Sellers shall not be held liable for failure or delay in delivery of the entire lot or a portion of the goods under this Sales Confirmation on consequence of any Force Majeure incidents.

(5) The buyers are requested always to quote the NUMBER of this Sales Confirmation in the Letter of Credit to be opened in favor of the Sellers.

(6) Arbitration: All disputes in connection with this Contract or the execution thereof shall be settled by negotiation between two parties. If no settlement can be reached, the case in dispute shall then be submitted for arbitration in the country of defendant in accordance with the arbitration regulations of the arbitration organization of the defendant country. The decision made by the arbitration organization shall be taken as final and binding upon both parties. The arbitration expenses shall be borne by the losing party unless otherwise awarded by the arbitration organization.

(7) The Buyers are requested to sign and return one copy of this Sales Confirmation immediately after receipt of the same. Objection, if any, should be raised by the Buyers within five days after the receipt of this Sales Confirmation, in the absence of which it is understood that the Buyers have accepted the terms and conditions of the Sales Confirmation.

The Sellers:

The Buyers:

3. Sales Contract

Contract No.

Signed at:

Date:

Seller:

Address:

Tel: Fax:

E-mail:

Buyer:

Address:

Tel: Fax:

E-mail:

The undersigned Seller and Buyer have agreed to close the following transactions according to the terms and conditions set forth as below:

1. Name, Specifications and Quality of Commodity:

2. Quantity:

3. Unit Price and Terms of Delivery:

The terms FOB, CFR, or CIF shall be subject to the International Rules for the Interpretation of Trade Terms (INCOTERMS 2000) provided by International Chamber of Commerce (ICC) unless otherwise stipulated herein.

4. Total Amount:

5. More or Less:

6. Time of Shipment:

Within ________days after receipt of L/C allowing transshipment and partial shipment.

7. Terms of Payment:

By Confirmed, Irrevocable, Transferable and Divisible L/C to be available by sight draft to reach the Seller before _______and to remain valid for negotiation in China until ______after the Time of Shipment. The L/C must specify that transshipment and partial shipments are allowed.

The Buyer shall establish a Letter of Credit before the above-stipulated time, failing which, the Seller shall have the right to rescind this Contract upon the arrival of the notice at Buyer or to accept whole or part of this Contract not fulfilled by the Buyer, or to lodge a claim for the direct losses sustained, if any.

8. Packing:

9. Insurance:

Covering ________Risks for ________110% of Invoice Value to be effected by_________.

10. Quality/Quantity Discrepancy:

In case of quality discrepancy, claim should be filed by the Buyer within 30 days after the arrival of the goods at port of destination, while for quantity discrepancy, claim should be filed by the Buyer within 15 days after the arrival of the goods at port of destination. It is understood that the Seller shall not be liable for any discrepancy of the goods shipped due to causes for which the Insurance Company, Shipping Company, other Transportation Organization and / or Post Office are liable.

11. The Seller shall not be held responsible for failure or delay in delivery of the entire lot or a portion of the goods under this Sales Contract in consequence of any Force Majeure incidents which might occur. Force Majeure as referred to in this contract means unforeseeable, unavoidable and insurmountable objective conditions.

12. Arbitration:

Any dispute arising from or in connection with the Sales Contract shall be settled through friendly negotiation. In case no settlement can be reached, the dispute shall then be submitted to China International Economic and Trade Arbitration Commission (CIETAC) 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.

13. Notices:

All notice shall be written in ________ and served to both parties by fax/e-mail /courier according to the following addresses. If any changes of the addresses occur, one party shall inform the other party of the change of address within ________ days after the change.

14. This Contract is executed in two counterparts each in Chinese and English, each of which shall be deemed equally authentic. This Contract is in _________ copies effective since being signed/ sealed by both parties.

The Seller:

The Buyer: