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SALES CONTRACT NO DATE THE SELLER THE BUYER THE AGENT THIS CONTRACT IS MADE BY AND BETWEEN THE SELLERS AND THE BUYERS WHERE BY THE SELLERS AGREE TO SELL AND THE BUYERS AGREE TO BUY THE UNDER MENTIONED GOODS ACCORDING TO THE TERMS AND CONDITIONS STIPULATED BELOW AND OVERLEAF 1 NAME OF COMMODITY AND SPECIFICATION 2 QUANTITY 3 UNIT PRICE 4 TOTAL AMOUNT KGS USD KG CIF USD TTL TTL AMOUNT SAY US DOLLARS NOTE ALL THE PRODUCTS UNDER THE CONTRACT ARE ONLY USED FOR MANUFACTURING AND SELLING AS GENERAL CHEMICAL PRODUCTS ANY PRODUCTS PROTECTED BY VALID PATENTS ARE NOT OFFERED FOR SALE IN COUNTRIES WHERE THE SALE OF SUCH PRODUCTS CONSTITUTES A PATENT INFRINGEMENT AS IT IS IMPOSSIBLE FOR SELLER TO BE INFORMED ABOUT THE PATENT SITUATION IN ALL COUNTRIES THE LIABILITY FOR PATENT INFRINGEMENT IS EXCLUSIVELY TO BE UNDERSTOOD AS BUYER S RISK THE AGENT MUST GUARANTEE THAT THE BUYER WILL MAKE THE PAYMENT ON TIME AND THERE IS NO COMMISSION FOR THE AGENT IN THIS CONTRACT 5 PACKING THE SHELF LIFE 6 PORT OF LOADING CHINA MAIN SEAPORT 7 PORT OF DESTINATION 8 TIME OF SHIPMENT 9 TERMS OF PAYMENT THE LOSS BROUGHT ABOUT BY THE CHANGE OF THE FORWARD FOREIGN EXCHANGE RATE PARTICULARLY REFERRING TO THE US DOLLAR TO RMB EXCHANGE RATE SHOULD BE BORNE ON THE BUYERS FOR THEIR OVERDUE PAYMENT IF A PARTY DOES NOT PAY A SUM OF MONEY WHEN IT FALLS DUE THE OTHER PARTY IS ENTITLED TO INTEREST UPON THAT SUM FROM THE TIME WHEN PAYMENT IS DUE TO THE TIME OF PAYMENT UNLESS OTHERWISE AGREED THE RATE OF INTEREST SHALL BE 2 ABOVE THE AVERAGE BANK SHORT TERM LENDING RATE TO PRIME BORROWERS PREVAILING FOR THE CURRENCY OF PAYMENT AT THE PLACE OF PAYMENT OR WHERE NO SUCH RATE EXISTS AT THAT PLACE THEN THE SAME RATE IN THE STATE OF THE CURRENCY OF PAYMENT IN THE ABSENCE OF SUCH A RATE AT EITHER PLACE THE RATE OF INTEREST SHALL BE THE APPROPRIATE RATE FIXED BY THE LAW OF THE STATE OF THE CURRENCY OF PAYMENT THE GOODS SHALL REMAIN THE PROPERTY OF THE SELLER UNTIL THE COMPLETE PAYMENT OF THE PRICE OR AS OTHERWISE AGREED PROPERTY IN THE GOODS SHALL REMAIN VESTED IN THE SELLER UNTIL PAYMENT IN FULL THEREOF SHALL HAVE BEEN MADE BY THE BUYER 10 INSURANCE COVERS ALL RISKS AND WAR RISKS ONLY AS PER THE CLAUSES OF THE PEOPLE S INSURANCE COMPANY OF CHINA FOR 110 OF THE INVOICE VALUE FOR THIS CONTRACT SIGNED ON CIF BASIS THE PREMIUM SHOULD BE 110 OF INVOICE VALUE ALL RISKS INSURED SHOULD BE INCLUDED WITHIN THIS CONTRACT IF THE BUYER ASKS TO INCREASE THE INSURANCE PREMIUM OR SCOPE OF RISKS HE SHOULD GET THE PERMISSION OF THE SELLER BEFORE TIME OF LOADING AND ALL THE CHARGES THUS INCURRED SHOULD BE BORNE BY THE BUYER 11 DOCUMENTS THE SELLER SHALL PRESENT TO THE BUYER BILL OF LADING INVOICE CERTIFICATE OF ANALYSIS AND TRANSFERABLE INSURANCE POLICY OR INSURANCE CERTIFICATE WHEN THIS CONTRACT IS MADE ON CIF BASIS 12 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 AS SOON AS HE PICKS UP THE GOODS THE BUYER SHALL BE LIABLE FOR COLLECTING THE RELATED CERTIFICATE DOCUMENTS FROM LOCAL CUSTOMS AND THE SURVEY AGENT THE BUYER SHALL BE LIABLE FOR COLLECTING THE RELATED CERTIFICATE DOCUMENTS FROM PROFESSIONAL SURVEY INSTITUTION APPROVED BY SELLER 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 ORGANIZATIONS AND OR POST OFFICE ARE LIABLE 13 FORCE MAJEURE THE SELLER SHALL NOT BE HELD LIABLE 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 THE SELLER WILL NOT BE LIABLE IN ANY WAY FOR ANY DELAY NON DELIVERY OR DEFAULT IN SHIPMENT DUE TO LABOR DISPUTE TRANSPORTATION SHORTAGE DELAYS IN RECEIPT OF MATERIAL PRIORITIES FIRES ACCIDENTS AND OTHER CAUSES BEYOND THE CONTROL OF THE SELLER OR ITS SUPPLIERS IF THE SELLER IN ITS SOLE JUDGMENT WILL BE PREVENTED DIRECTLY OR INDIRECTLY ON ACCOUNT OF ANY CAUSE BEYOND ITS CONTROL THEN THE SELLER WILL HAVE THE RIGHT TO TERMINATE THE CONTRACT BY NOTICE IN WRITING TO THE BUYER WHICH NOTICE WILL BE ACCOMPANIED BY FULL REFUND OF ALL SUMS PAID BY THE BUYER PURSUANT TO THIS CONTRACT 14 ARBITRATION ANY DISPUTE ARISING FROM OR IN CONNECTION WITH THIS CONTRACT SHALL BE SUBMITTED TO CHINA INTERNATIONAL ECONOMIC AND TRADE ARBITRATION COMMISSION SHANGHAI SUB COMMISSION FOR ARBITRATION WHICH SHALL BE CONDUCTED IN ACCORDANCE WITH THE COMMISSION S ARBITRATION RULES IN EFFECT AT THE TIME OF APPLYING FOR ARBITRATION THE ARBITRAL AWARD IS FINAL AND BINDING UPON BOTH PARTIES 15 THE CONTRACT WILL INURE TO THE BENEFIT OF AND BE BINDING UPON THE SELLER AND THE BUYER AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS 16 THE CONTRACT WILL COME INTO EFFECT UPON THE BUYER S CREDIT IS APPROVED BY SINO S