CONTRACT

2025.4.10
Title: CONTRACT；SALES & PURCHASE CONTRACT；SALES CONTRACT；IMPORT
CONTRACT ； Export Contract; Sales Confirmation, S/C; Purchase Confirmation,
P/C; Order; Agreement.

No. Contract No. S/C No. Order No. CSU2025E001

Date: April.10, 2025; 10th.April. 2025; 2025-04-10
(Signed at/Place):
(The following signed Contract is a document that is legally binding and enforceable under International Law

and ICC Rules and Regulation made and entered into this 21.05.2019 by and between)

Seller: Address: Tel(o): Contact Person & Tel:

Seller Banking Details: Seller Bank Name/ Account Name/ Branch/ Account
No/ IBAN/ Swift Code
Buyer：Address: Tel(o): Contact Person & Tel:

This contract is made by and between the Sellers and the Buyers; Whereby
the Sellers agree to sell and the Buyers agree to buy the undermentioned
goods according to the terms and conditions stipulated/ stated below :
(1) Commodity （ 2 ） Description （ 3 ） Quantit (4) Unit (5)Amount
(Origin) & Specification y price
/Quality
1.formal name Detailed 10MT USD100.00
TOTAL:USD10
(item no./ Article As clear as 5%/10% per M/T
00.00
No.) possible more or CIF
SAY US dollar
2. less NEWYORK
one thousand
3. allowed
only.
For Countable Quantity—sets/bags/dozen: never less! More=free?
uncountable Quantity –MT/KG/meter/litter: Uniform Customs and Practice for
Documentary Credits 600: 5% more or less allowed
(6) Packing/Package: To be packed by new strong wooden/carton cases
suitable for long distance ocean transportation and well protected against
dampness, shock, rust and rough handling. The Seller shall be liable for any
damage to the goods on account of improper packing.
(7) Shipping Marks: no Marks. The Seller shall mark on each Package with
fadeless paint, the package number, gross weight, measurements and the
following shipping mark :
(8) Time of Shipment: Within ___21___days after receipt of L/C. Before 25
April, 2020. April 2020. April/May, 2020. From to .
(9)Port of Loading: Shanghai China
(10)Port of Destination/ DISCHARGE PORT: Long Beach USA. Main European
ports.
(11) Terms of Shipment/shipping terms:

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--allowing transshipment and partial shipment. not allowed.
--Shipping Advice: Immediately after the goods are completely loaded, the
Seller shall fax/ e-mail the Buyer and Buyer’s agent at the port of destination,
the contract number, name of commodity, quantity, gross weight, net weight,
invoiced value, name of the carrying vessel, the port of shipment, the date of
sailing and the port of destination, B/L NO. and ETA. In case the Buyer fails to
arrange insurance in time due to the Seller’s failure to advise in time, all
losses shall be borne by the Seller.
--In case of FOB Terms: For each Shipment the seller shall, 30 days before the
date of delivery stipulated in Clause 5 hereof, advise the Buyer by cable/ telex
of the date of readiness, 15 days before the date shipment, advise the Buyer
by cable/ telex the contract number, name of commodity, quantity, value,
number of packages, gross weight and measurements for the Buyer to book
shipping space.
--Late Delivery and Penalty: In case of delayed delivery, except for force
majeure cases, the Sellers shall pay to the Buyers for every week of delay a
penalty amounting to 0.5% of the total value of the goods whose delivery has
been delayed. Any fractional part of a week is to be considered a full week.
The total amount of penalty shall not, however, exceed 5% of the total value
of the goods involved in late delivery and is to be deducted from the amount
due to the Sellers by the paying bank at the time of negotiation, or by the
Buyers directly at the time of payment. In case the period of delay exceeds 10
weeks after the stipulated delivery date the Buyers have the right to
terminate the Contract but the Sellers shall not thereby be exempt from the
payment of penalty.
(12) Terms of Payment: By 100% Confirmed, Irrevocable and Sight Letter of
Credit to remain valid for negotiation in China until the 15th day after
shipment. The Buyer shall establish the covering Letter of Credit before April
25, 2020; failing which, the Seller reserves the right to rescind this Sales
Contract without further notice, or to accept whole or any part of this Sales
Contract, non-fulfilled by the Buyer, of to lodge claim for direct losses
sustained, if any.
(13) 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. To be
effected by the Buyer/Seller.
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.
(14) Documents: The Sellers shall present to the negotiating bank, Clean On
Board Bill of Lading, Invoice, Quality Certificate issued by the China
Commodity Inspection Bureau or the Manufacturers, Survey Report on
Quantity/Weight issued by the China Commodity Inspection Bureau, and
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Transferable Insurance policy or Insurance Certificate when this contract is
made on CIF basis.
For negotiation, the Seller shall present the following documents to the paying
bank after shipment:
--3/3 original and 2 non-negotiable copy of Clean on Board Bills of Lading
made out to order, blank endorsed, and notifying applicant and representative
of applicant at the port of destination (in case of FOB Terms, marked “Freight
to Collect”, in case of C&F Terms, marked “Freight Prepaid”)
--3 original and 1 copy of Invoice indicating contract number, name of
commodity, quantity, unit price and total amount. In case of shipment in lots,
lots number must be indicated.
--1 original and 1 copy of Packing List.
-- Each 1 original and 1 copy of Certificate of Quantity and Quality issued by
the Manufactures or by the Commodity Inspection Authorities of the
manufacturing country.
(15) Guarantee of Quality: The sellers shall guarantee that the goods are
made of best materials, with first class workmanship, brand new, unused and
correspond in all respects with the quality, specifications and performance as
stipulated in this Contract. The Sellers shall also guarantee that the goods
when correctly mounted and properly operated and maintained, will give
satisfactory performance for a period of 12 months starting from the date on
which the goods shall be accepted by the end-user.
(16) Inspection and claims:
--The manufacturers shall before making delivery, make a precise and
comprehensive inspection of the goods as regards their quality, specifications,
performance and quantity/weight, and issue certificates certifying that the
goods are in conformity with the stipulations of this Contract. The certificates
shall form an integral part of the documents to be presented to the paying
bank for negotiation/collection of payment but shall not be considered as final
in respect of quality, specifications, performance and quantity/weight.
Particulars and results of the test carried out by the manufacturers must be
shown in a statement to be attached to the said Quality Certificate.
--After arrival of the goods at the port of destination, the Buyers shall apply to
the China Commodity Inspection Bureau (hereinafter called the Bureau) for a
preliminary inspection of the goods in respect of their quality, specifications
and quantity/weight. If any discrepancies are found by the Bureau regarding
the specifications or the quantity/weight or both, except those for which either
the insurance company or the shipping company is responsible, the Buyers
shall, within 120 days after discharge of the goods at the port of destination,
have the right either to reject the goods or to claim against the Sellers on the
strength of the inspection certificate issued by the Bureau.
--Within the guarantee period stipulated in Clause 15 hereof should the quality
and /or the specifications of the goods be found not in conformity with the
contracted stipulations, or should the goods prove defective for any reasons,
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including latent defect or the use of unsuitable materials, the Buyers shall
arrange for an inspection to be carried out by the Bureau and have the right
to claim against the Sellers on the strength of the inspection certificate issued
by the Bureau.
--Any and all claims shall be regarded as accepted if the Sellers fail to reply
within 30 days after receipt of the Buyers’ claim.
--In case the Sellers is liable for the discrepancies and a claim is lodged by the
Buyers within the time limit of inspection, installation, commissioning,
acceptance test and quality guarantee period as stipulated in this contract,
the Sellers shall settle the claim with the agreement of the Buyers in one or a
combination of the following ways.
--Replace the defective Goods with new parts, components and/or equipment
which conform to the specifications, quality and performance as specified in
the Contract, and/or repair the defective Goods at the Sellers’ expenses and
risks and bear all directly related expenses sustained by the Buyer. The
Sellers shall at the same time guarantee the quality of the replaced Goods for
a further corresponding period according to Clause .9.
In case the Seller fails to reply within thirty (30) days after notification of the
Buyers’ claim, the above – mentioned claims shall be regarded as being
accepted by the Sellers. If the Sellers fails to resolve the claim in any of the
ways described above as agreed with the Buyers within thirty (30) days after
notification of the claim(s) by the Buyers or longer period of time agreed upon
by the Buyer, the Buyers will proceed to recover the claim amount from the
payment under negotiation.
(17)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 organizations and/or Post Office are liable.
(18)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.
(19)Arbitration: All disputes in connection with this contract or the
execution thereof shall be settled friendly through negotiations. In case no
settlement can be reached, the case may then be submitted for arbitration to
China International Economic And Trade Arbitration Commission in accordance
with the provisional Rules of Procedures promulgated by the said Arbitration
Commission. The arbitration shall take place in Beijing and the decision of the
Arbitration Commission shall be final and binding upon both parties; neither
party shall seek recourse to a law court nor other authorities to appeal for
revision of the decision. Arbitration fee shall be borne by the losing party. Or
arbitration may be settled in the third country mutually agreed upon by both
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parties.
(20)Other Conditions:
(21)Remarks:
--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.
--This contract shall come into effect after signature by the both parties. This
Contract is made out in two original copies, one copy to be held by each party.
The
Buyer: The Seller:
FOR AND ON BEHALF OF .

Terms &Conditions=general(can be omitted=simplified contract vs full text

form)+ specific Terms &Conditions(critical, must be very clear, cannot/never
be omitted)
A bad contract=Trap/defect/deficiency/soft/flexible Terms &Conditions
Illegal/invalid contract=?