中英文对照版合同翻译样本

1.Sales Agreement

The agreement, (is) made in Beijing this eighth day of August 1993 by ABC Trading Co.,

Ltd., a Chinese Corporation having its registered office at Beijing, the People’ Repubic of China

(hereinafter called “Seller”) and International Trading Co., Ltd., a New York Corporation having

its registered office at New York, N.Y., U.S.A. (hereinafter called “Buyer”).

2.WITNESSETH

and WHEREAS, Seller is engaged in dealing of (product) and desires to sell (product)to Buyer,

WHEREAS, Buyer desires to purchase(product) from Sellers,

Now, THEREFORE, it is agreed as follows: 3.Export Contract

This Contract is entered into this 5th day of August 1993 between ABC and Trading

Co., Ltd. (hereinafter called “Seller”) who agrees to sell , and XYZ Trading Co.,

Ltd. (hereinafter called “Buyer”) who agrees to buy the following goods on the

following terms and condition. 4.Non-Governmental Trading Agreement

No. ＿＿

This Agreement was made on the ＿day of ＿19＿, BETWEEN ＿ (hereinafter referred

to as the Seller) as the one Side and ＿ (hereinafter referred to as the Buyer) as

the one other Side.

WHEREAS, the Seller has agreed to sell and the buyer has agreed to buy ＿

(hereinafter referred to as the Goods ) the quantity, specification, and price of

which are provided in Schedule A.

IT IS HEREBY AGREED AS FOLLOWS:

5.Contract For Joint-Operation Enterprise

＿＿ COMPANY LTD., a company duly organized under the Law of ＿＿ and having

its registered office at (hereinafter called “Party A”)

AND

＿＿ COMPANY LTD., a company duly organized under the Law of ＿＿ and having

its registered office at (hereinafter called “Party B”)

Party A and Party B (hereinafter referred to as the “Parties”) agree to jointly

form a Co-operation Venture Company (hereinafter referred to as the “CVC”) in

accordance with “the Laws of the People’s Republic of C hina on Joint Ventures Using

Chinese and Foreign Investment” and the “Regulations for the Implementation of

the Laws of the People’s Republic of China on Joint Ventures Using Chinese and

Foreign Investment” and other applicable laws and regulations.

6.MODEL CONTRACT Contract No. Date: Seller: Signed at: Address: Cable Address: Buyer: Address: Cable Address:

The Seller and the Buyer have agreed to conclude the following transactions according

to the terms and conditions stipulated below:

1. Name of Commodity:

2. Specifications:

3. Quantity:

4. Unit Price:

5. Total Price: U.S.$:

6. Packing:

7. Time of Shipment: days after receipt of

L/C.

8. Loading Port & Destination Port: From via to .

9. Insurance:

10. Terms of Payment:

(1) The Buyer shall send a confirmed, irrevocable, transferable, and divisible Letter of Credit to be drawn by sight draft to the Seller before , 19 .

The L/C remains valid until days after the above-mentioned delivery and will expire on .

(2) A deposit of % should be paid by the Buyer immediately after signing the

contract.

11. Shipping Mark & Clearance: Shipping mark to be at Seller’s option.

12. N.B. Please mention contract number when opening L/C. 13. Remarks: The Seller: The Buyer:

确认书号码 日期 签约地点

Confirmation No. PT152 Date: March 1, 20__ Signed at: Guangzhou

买方 中国土产畜产进出口总公司广东土产分公司

Buyers: China National Native Produce & Animal By-Products Import & Export

Corporation, Guangdong Native Produce Branch

地址 中国广州市六二三路486号

Address: No. 486, “623” Road, Guangzhou, China

电话 传真 电子邮件

Tel: Fax: E-mail:

买方

Sellers: Datung Trading Co., Ltd

地址

Address: No. 165, Censa Road, Rangoon

电话 传真 电子邮件

Tel: Fax: E-mail:

兹经买卖双方同意按下列条款达成如下交易：

The undersigned Buyers and Sellers have agreed to close the following transaction

according to the terms and conditions stipulated hereunder:

1. 商品：缅甸烟叶

Commodity : Burmese Tobacco Leaves

2. 规格： 一级，水分最低11%， 最高12%

Specifications: First grade, moisture 11% minimum and 12% maximum

3. 数量： 100 吨

Quantity: 100 metric tons

4. 单价：每吨成本加运费到黄埔价格1890美元

Unit Price: US$1890.00 per metric ton C & F Huangpu

5. 总值：18.9 万美元

T otal Value: US$189000.00

6. 包装：袋装，每袋净重100千克

Packing: In bales of 100 kgs net each

7. 装船麦头：

Shipping Mark:

8. 交货期：20___年5月份

Time of Shipment: During May, 20___

9. 装卸港：由仰光到黄浦

Loading Port & Destination: From Rangoon to Huangpu

10. 保险：由买方投保

Insurance: To be covered by the Buyers.

11. 付款条件：按货物金额90%开立以卖方为收益人的不可撤销信用证，凭卖方汇票跟单向开证行议付，其余10%货款在货到目的地检验合格后付清。

T erms of Payment: By Irrevocable Letter of Credit for 90% of the total invoice value of the goods to be shipped, in favour of the Sellers, payable at the issuing bank against the Seller’s draft at sight accompanied by the shipping documents stipulated in the Credit. The balance if 10% of the proceeds is to be paid only after the goods have been inspected and approved at the port of destination.

12. 交货条件：需附品质、数量、重量、产地证书，买方有权在货到后由中华人民共和国广州出入境检验检疫局进行复检，有关复检证书，可作为买方向卖方提出索赔的依据。

Delivery T erms: Certificates of Quality, Quantity, Weight and Origin are required. The Buyers have the right to have the goods re-inspected by the Guangzhou Entry-Exit Inspection and Quarantine Bureau of the People ’s Republic of China at the port of discharge. The relevant Inspection Certificates may serve as the basis of any claim to be lodged by the Buyers against the Sellers.

13. 索赔期限：货到目的地卸货后60 天内买房有权为所受损失向卖方提出索赔。

Validity of Claim: The Buyers have the right to lodge claims for all losses sustained within 60 days after discharge of the goods at the port of destination.

14. 仲裁：凡有关本合同或因执行本合同所发生的一切争执，双方应以友好协商解决，如协商不能解决，可提交仲裁。仲裁应在原告或被告的国家进行。仲裁费如未另行裁定应由败诉方负担。

Arbitration: All disputes in connection with this Contract or arising in the execution of thereof shall first be settled amicably by negotiation. In case no settlement can be reached, the case under dispute may then be submitted for arbitration. The arbitration shall take place in the plaintiff ’s or the defendant ’s country. The fees for arbitration shall be borne by the losing party unless otherwise awarded.

15. 适用法律：本确认书适用中华人民共和国法律。

Governing Law: This Confirmation shall be governed by the laws of the People’s Republic of China.

16. 其他：

Others:

8. Purchase Contract

合同编号(Contract No.) :＿＿＿_＿＿＿＿

签订日期(Date) :＿＿＿＿＿＿＿＿＿＿＿__

签订地点(Signed at) :＿＿＿＿＿＿＿____

买方：＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

The Buyer:＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

地址： ＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿ Address: ＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿ 电话(Tel):___＿＿＿＿＿＿＿＿ 传真(Fax):＿＿＿＿＿＿＿＿＿＿ 电子邮箱(E-mail):＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

卖方：＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

The Seller:＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

地址：＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

Address: ＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿_＿

电话(Tel):_＿＿＿＿＿＿＿＿ 传真(Fax):＿＿＿＿＿＿＿＿＿＿＿

电子邮箱(E-mail):＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

买卖双方同意按照下列条款签订本合同：

The Seller and the Buyer agree to conclude this Contract subject to the terms and conditions stated below:

1. 货物名称、规格和质量（Name, Specifications and Quality of Commodity）：

2. 数量（Quantity ）：

允许＿＿＿＿的溢短装（＿＿＿% more or less allowed）

3. 单价（Unit Price）：

4. 总值（Total Amount）：

5. 交货条件(Terms of Delivery) FOB/CFR/CIF＿＿＿＿＿＿＿

6. 原产地国与制造商 (Country of Origin and Manufacturers):

7. 包装及标准（Packing ）：

货物应具有防潮、防锈蚀、防震并适合于远洋运输的包装，由于货物包装不良而造成的货物残损、灭失应由卖方负责。卖方应在每个包装箱上用不褪色的颜色标明尺码、包装箱号码、毛重、净重及“此端向上”、“防潮”、“小心轻放”等标记。

The packing of the goods shall be preventive from dampness, rust, moisture, erosion and shock, and shall be suitable for ocean transportation/ multiple transportation. The Seller shall be liable for any damage and loss of the goods attributable to the inadequate or improper packing. The measurement, gross weight, net weight and the cautions such as "Do not stack up side down", "Keep away from moisture", "Handle with care" shall be stenciled on the surface of each package with fadeless pigment.

8. 唛头（Shipping Marks）：

9. 装运期限（Time of Shipment）：

10. 装运口岸（Port of Loading）：

11. 目的口岸（Port of Destination）：

12. 保险（Insurance ）：

由＿＿＿＿按发票金额110%投保＿＿＿＿＿险和＿＿＿＿＿附加险。

Insurance shall be covered by the ________ for 110% of the invoice value against _______ Risks and __________ Additional Risks.

13. 付款条件（Terms of Payment）：

(1) 信用证方式：买方应在装运期前/合同生效后＿＿日，开出以卖方为受益人的不可撤销的议付信用证，信用证在装船完毕后＿＿日内到期。

Letter of Credit: The Buyer shall, ______ days prior to the time of shipment /after this Contract comes into effect, open an irrevocable Letter of Credit in favor of the Seller. The Letter

of Credit shall expire ____ days after the completion of loading of the shipment as stipulated.

(2) 付款交单：货物发运后，卖方出具以买方为付款人的付款跟单汇票，按即期付款交单（D/P）方式，通过卖方银行及＿＿＿＿＿银行向买方转交单证，换取货物。

Documents against payment: After shipment, the Seller shall draw a sight bill of exchange on the Buyer and deliver the documents through Sellers bank and ______ Bank to the Buyer against payment, i.e D/P. The Buyer shall effect the payment immediately upon the first presentation of the bill(s) of exchange.

(3) 承兑交单：货物发运后，卖方出具以买方为付款人的付款跟单汇票，付款期限为＿＿＿＿后＿＿日，按即期承兑交单(D/A＿＿日) 方式，通过卖方银行及＿＿＿＿＿＿银行，经买方承兑后，向买方转交单证，买方在汇票期限到期时支付货款。

Documents against Acceptance: After shipment, the Seller shall draw a sight bill of exchange, payable_____ days after the Buyers delivers the document through Sellers,ank and _________Bank to the Buyer against acceptance (D/A___ days). The Buyer shall make the payment on date of the bill of exchange.

(4) 货到付款：买方在收到货物后＿＿天内将全部货款支付卖方（不适用于 FOB 、CRF 、CIF 术语）。

Cash on delivery (COD): The Buyer shall pay to the Seller total amount within ______ days after the receipt of the goods (This clause is not applied to the Terms of FOB, CFR, CIF).

14. 单据（Documents Required）：

卖方应将下列单据提交银行议付/托收：

The Seller shall present the following documents required to the bank for negotiation/collection:

(1) 标明通知收货人/受货代理人的全套清洁的、已装船的、空白抬头、空白背书并注明运费已付/到付的海运/联运/陆运提单。

Full set of clean on board Ocean/Combined Transportation/Land Bills of Lading and blank endorsed marked freight prepaid/ to collect;

(2) 标有合同编号、信用证号（信用证支付条件下）及装运唛头的商业发票一式＿＿份；

Signed commercial invoice in ______copies indicating Contract No., L/C No. (Terms of L/C) and shipping marks;

(3) 由＿＿＿＿＿＿出具的装箱或重量单一式＿＿份；

Packing list/weight memo in ______ copies issued by＿＿；

(4) 由＿＿＿＿＿＿出具的质量证明书一式＿＿份；

Certificate of Quality in _______ copies issued by＿＿＿＿；

(5) 由＿＿＿＿＿＿出具的数量证明书一式＿＿份；

Certificate of Quantity in ___ copies issued by＿＿＿＿；

(6) 保险单正本一式＿＿份(CIF 交货条件) ；

Insurance policy/certificate in ___ copies (Terms of CIF)；

(7)＿＿＿＿签发的产地证一式＿＿份；

Certificate of Origin in ___ copies issued by＿＿＿＿；

(8) 装运通知(Shipping advice): 卖方应在交运后_____ 小时内以特快专递方式邮寄给买方上述第＿＿项单据副本一式一套。

The Seller shall, within ____ hours after shipment effected, send by courier each copy of the above-mentioned documents No. ＿＿.

15. 装运条款（Terms of Shipment）：

(1) FOB交货方式

卖方应在合同规定的装运日期前30天，以＿＿＿＿方式通知买方合同号、品名、数量、金额、包装件、毛重、尺码及装运港可装日期，以便买方安排租船/订舱。装运船只按期到达装运港后，如卖方不能按时装船，发生的空船费或滞期费由卖方负担。在货物越过船弦并脱离吊钩以前一切费用和风险由卖方负担。

The Seller shall, 30 days before the shipment date specified in the Contract, advise the Buyer by _______ of the Contract No., commodity, quantity, amount, packages, gross weight, measurement, and the date of shipment in order that the Buyer can charter a vessel/book shipping space. In the event of the Seller's failure to effect loading when the vessel arrives duly at the loading port, all expenses including dead freight and/or demurrage charges thus incurred shall be for the Seller's account.

(2) CIF或CFR 交货方式

卖方须按时在装运期限内将货物由装运港装船至目的港。在CFR 术语下，卖方应在装船前2天以＿＿＿＿方式通知买方合同号、品名、发票价值及开船日期，以便买方安排保险。 The Seller shall ship the goods duly within the shipping duration from the port of loading to the port of destination. Under CFR terms, the Seller shall advise the Buyer by _________ of the Contract No., commodity, invoice value and the date of dispatch two days before the shipment for the Buyer to arrange insurance in time.

16. 装运通知（Shipping Advice）：

一俟装载完毕，卖方应在＿＿小时内以＿＿＿＿方式通知买方合同编号、品名、已发运数量、发票总金额、毛重、船名/车/机号及启程日期等。

The Seller shall, immediately upon the completion of the loading of the goods, advise the Buyer of the Contract No., names of commodity, loading quantity, invoice values, gross weight, name of vessel and shipment date by_________ within________hours.

17. 质量保证（Quality Guarantee）：

货物品质规格必须符合本合同及质量保证书之规定，品质保证期为货到目的港＿＿个月内。在保证期限内，因制造厂商在设计制造过程中的缺陷造成的货物损害应由卖方负责赔偿。

The Seller shall guarantee that the commodity must be in conformity with the quatity, specifications and quantity specified in this Contract and Letter of Quality Guarantee. The guarantee period shall be______months after the arrival of the goods at the port of destination, and during the period the Seller shall be responsible for the damage due to the defects in designing and manufacturing of the manufacturer.

18. 检验（Inspection ）（以下两项任选一项）：

（1）卖方须在装运前＿＿日委托＿＿＿＿＿＿检验机构对本合同之货物进行检验并出具检验证书，货到目的港后，由买方委托＿＿＿＿＿＿＿＿检验机构进 行检验。

The Seller shall have the goods inspected by ______ days before the shipment and have the Inspection Certificate issued by____. The Buyer may have the goods reinspected by ________ after the goods,rrival at the destination.

(2) 发货前，制造厂应对货物的质量、规格、性能和数量/重量作精密全面 的检验，出具检验证明书，并说明检验的技术数据和结论。货到目的港后，买方将申请中国商品检验局(以下简称商检局) 对货物的规格和数量/重量进行检验，如发现货物残损或规格、数量与合同规定不符，除保险公司或轮船公司的责任外，买方得在货物到达目的港后＿＿日内凭商检局

出具的检验证书向卖方索赔或拒收该货。在保证期内，如货物由于设计或制造上的缺陷而发生损坏或品质和性能与合同规定不符时，买方将委托中国商检局进行检验。

The manufacturers shall, before delivery, make a precise and comprehensive inspection of the goods with regard to its quality, specifications, performance and quantity/weight, and issue inspection certificates certifying the technical data and conclusion of the inspection. After arrival of the goods at the port of destination, the Buyer shall apply to China Commodity Inspection Bureau (hereinafter referred to as CCIB) for a further inspection as to the specifications and quantity/weight of the goods. If damages of the goods are found, or the specifications and/or quantity are not in conformity with the stipulations in this Contract, except when the responsibilities lies with Insurance Company or Shipping Company, the Buyer shall, within _____ days after arrival of the goods at the port of destination, claim against the Seller, or reject the goods according to the inspection certificate issued by CCIB. In case of damage of the goods incurred due to the design or manufacture defects and/or in case the quality and performance are not in conformity with the Contract, the Buyer shall, during the guarantee period, request CCIB to make a survey.

19. 索赔（Claim ）：

买方凭其委托的检验机构出具的检验证明书向卖方提出索赔（包括换货），由此引起的全部费用应由卖方负担。若卖方收到上述索赔后______天未予答复，则认为卖方已接受买方索赔。

The buyer shall make a claim against the Seller (including replacement of the goods) by the further inspection certificate and all the expenses incurred therefrom shall be borne by the Seller. The claims mentioned above shall be regarded as being accepted if the Seller fail to reply within ______days after the Seller received the Buyer's claim.

20. 迟交货与罚款（Late delivery and Penalty）:

除合同第21条不可抗力原因外，如卖方不能按合同规定的时间交货，买方应同意在卖方支付罚款的条件下延期交货。罚款可由议付银行在议付货款时扣除，罚款率按每＿＿天收＿＿%，不足＿＿天时以＿＿天计算。但罚款不得超过迟交 货物总价的____ %。如卖方延期交货超过合同规定＿＿天时，买方有权撤销合同，此时，卖方仍应不迟延地按上述规定向买方支付罚款。

Should the Seller fail to make delivery on time as stipulated in the Contract, with the exception of Force Majeure causes specified in Clause 21 of this Contract, the Buyer shall agree to postpone the delivery on the condition that the Seller agree to pay a penalty which shall be deducted by the paying bank from the payment under negotiation. The rate of penalty is charged at______% for every ______ days, odd days less than _____days should be counted as ______ days. But the penalty, however, shall not exceed_______% of the total value of the goods involved in the delayed delivery. In case the Seller fail to make delivery ______ days later than the time of shipment stipulated in the Contract, the Buyer shall have the right to cancel the Contract and the Seller, in spite of the cancellation, shall nevertheless pay the aforesaid penalty to the Buyer without delay.

买方有权对因此遭受的其它损失向卖方提出索赔。

The buyer shall have the right to lodge a claim against the Seller for the losses sustained if any.

21. 不可抗力（Force Majeure）：

凡在制造或装船运输过程中，因不可抗力致使卖方不能或推迟交货时，卖方不负责任。

在发生上述情况时，卖方应立即通知买方，并在＿＿天内，给买方特快专递一份由当地民间商会签发的事故证明书。在此情况下，卖方仍有责任采取一切必要措施加快交货。如事故延续＿＿天以上，买方有权撤销合同。

The Seller shall not be responsible for the delay of shipment or non-delivery of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Seller shall advise the Buyer immediately of the occurrence mentioned above and within_____ days thereafter the Seller shall send a notice by courier to the Buyer for their acceptance of a certificate of the accident issued by the local chamber of commerce under whose jurisdiction the accident occurs as evidence thereof. Under such circumstances the Seller, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than _____ days the Buyer shall have the right to cancel the Contract.

22. 争议的解决 (Arbitration):

凡因本合同引起的或与本合同有关的任何争议应协商解决。若协商不成，应提交中国国际经济贸易仲裁委员会深圳分会，按照申请时该会当时施行的仲裁规则进行仲裁。仲裁裁决是终局的，对双方均有约束力。

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

23. 通知（Notices):

所有通知用＿＿＿＿文写成，并按照如下地址用传真/电子邮件/快件送达给各方。如果地址有变更，一方应在变更后＿＿日内书面通知另一方。

All notice shall be written in _____ and served to both parties by fax/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.

24. 本合同使用的FOB 、CFR 、CIF 术语系根据国际商会《2000年国际贸易术语解释通则》。

The terms FOB 、CFR 、CIF in the Contract are based on INCOTERMS 2000 of the International Chamber of Commerce.

25. 附加条款 (Additional clause)：

本合同上述条款与本附加条款抵触时，以本附加条款为准。

Conflicts between Contract clause hereabove and this additional clause, if any, it is subject to this additional clause.

26. 本合同用中英文两种文字写成，两种文字具有同等效力。本合同共＿＿份，自双方代表签字（盖章）之日起生效。

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

买方代表（签字）：________________________

Representative of the Buyer

(Authorized signature):___________________

卖方代表（签字）：_________________________

Representative of the Seller

(Authorized signature):____________________

10. Contract for agency

合同号： NO ：

日期： Date ：

This Agreement is entered into between the parties concerned on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:

1. Contracting Parties

Supplier: （hereinaf ter called “party A”）

Agent: （hereinafter called “party B”）

Party A hereby appoint Party B to act as his selling agent to sell the commodity mentioned below.

2. Commodity and Quantity or Amount

It is mutually agreed that Party B shall undertake to sel l not less than…… of the aforesaid commodity in the duration of this Agreement.

3. Territory

In …… only.

4. Confirmation of Orders

The quantities, prices and shipments of the commodities stated in this Agreement shall be confirmed in each transaction, the particulars of which are to be specified in the Sales Confirmation signed by the two parties hereto.

5. Payment

After confirmation of the order, Party B shall arrange to open a confirmed, irrevocable L/C available by draft at sight in favor of Party A within the time stipulated in the relevant S/C. Party

B shall also notify Party A immediately after L/C is opened so that Party A can get prepared for delivery.

6. Commission

Upon the expiration of the Agreement and Party B''s fulfillment of the total turnover mentioned in Article 2, Party A shall pay to Party B…… % commission on the basis of the aggregate amount of the invoice value against the shipments effected.

7. Reports on Market Conditions

Party B shall forward once every three months to party A detailed reports on current market conditions and of consumers'' comments. Meanwhile, Party B shall, from time to time, send to party A samples of similar commodities offered by other suppliers, together with their prices, sales information and advertising materials.

8. Advertising & Publicity Expenses

Party B shall bear all expenses for advertising and publicity within the aforementioned territory in the duration of this Agreement and submit to Party A all patterns and/or drawings and description for prior approval.

9. Validity of Agreement

This Agreement, after its being signed by the parties concerned, shall remain in force for…… days from …… to …… If either Party wishes to extend this Agreement, he shall notice, in writing, the other party one month prior to its expiration. The matter shall be decided by the agreement and by consent of the parties hereto. Should either party fail to implement the terms and conditions herein, the other party is entitled to terminate this Agreement.

10. Arbitration

All disputes arising from the execution of this Agreement shall be settled through friendly consultations. In case no settlement can be reached, the case in dispute shall then be submitted to the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade for arbitration in accordance with its provisional rules of procedure. The decision made by this Commission shall be regarded as final and binding upon both parties. Arbitration fees shall be borne by the losing party ,unless otherwise awarded.

11. Other Terms & Conditions

Party A shall not supply the contracted commodity to any other buyer （s ） in the above mentioned territory. Direct enquiries, if any, will be referred to Party B. However, should any other buyers wish to deal with Party A directly, Party A may do so. But party A shall send to Party

B a copy of Sales Confirmation and give Party B……% commission on the basis of the net invoice value of the transaction（s ） concluded.

This Agreement shall be subject to the terms and conditions in the Sales Confirmation signed by both parties hereto.

This Agreement is signed on …… at…… and is in two originals, each Party holds one.

甲方： 乙方：

（签字） （签字）

Party A: Party B:

（Signature ） （Signature ）