进出口合同英语翻译

进出口合同英语翻译

Part One

Commonly–used Sentences in Import and Export Contracts(合同英语)

I Put the following sentences into Chinese:

1 The undersigned Sellers and Buyers have agreed to close the following transaction according to the terms and conditions stipulated below:

2 This contract is made on the 15th day of August, 2004 by and between ABC Corporation (hereinafter referred to as Sellers), a Japanese corporation having its principal office at___ Tokyo, Japan, who agrees to sell and SOHO Corporation (hereinafter referred to as Buyers), a Nanjing corporation having its principal office at___ Nanjing, China, who agrees to buy the following goods on the terms and conditions as below:

3 Quality inspected by an independent public surveyor at the time of shipment to be final.

4 Goods sold by sample guaranteed by the seller to be fully equal to the sample upon arrival at the destination.

5 The seller shall guarantee all shipments to conform to samples submitted with regard to quality.

6 Should the goods be slightly inferior in quality to the sample , the buyer shall take delivery of the goods on condition that a reasonable allowance be made on the contract price by subsequent mutual negotiation . Goods must not be returned except by permission of the seller.

7 The buyer shall accept second quality up to five per cent of the total quantity with an allowance of five per cent.

8 As to the quality of the goods the buyer shall appoint an inspector to inspect the goods in ____ prior to delivery with 15 days from the effective date of this contract. In the event the buyer’s such appointment does not arrive in due course of time , the seller’s inspection is to be final and binding upon parties.

9 1000 L/T plus/minus 10% at the seller’s option.

10 Weight certificate by____ at the discharging port to be taken as final with one per cent weight allowance against the invoice weight.

11 Where the seller delivers to the buyer a quantity of goods larger than he has contracted to sell , the buyer may accept the goods included in the contract and reject the rest, or he may reject the whole . If the buyer accept the whole of the goods so delivered he must pay for them at the contract price.

12 The seller shall have the option of delivering 5% more or less on the contract quantity. Such surplus or deficiency shall be settled at the market price on the day of the vessel’s arrival. The value shall be fixed by arbitration unless mutually agreed

upon.

13 The trade terms shall be governed and construed by Incoterms 2000.

14 US$ 25 per dozen CIF New York, including your commission of 3% . The commission shall be payable only after the seller has received the full amount of all payment due to the seller.

15 Prices shall be FOB net in US dollar without the buyer’s commission unless otherwise stipulated or agreed upon by both parties.

16 Canvas Wooden Chairs at USD 12 per piece CFR San Francisco. The seller reserves the right to adjust the contracted price, if prior to the delivery there is any substantial variation in the cost of raw materials or component parts used.

17 The prices herein stated are based on current freight rates and any increase or decrease in freight rates at the time of shipment is to be the benefit of the buyer , with the seller assuming the payment of all transportation charges to the point of place of delivery.

18 Fluctuations in the freight and contingent imposition of export levies shall be for the buyer’s account after the contract is effective.

19 The quoted price of foreign currency is based on the prevailing official exchange rate in China between the said foreign currency to RMB . Any devaluation of the foreign currency to RMB at the time of negotiating the draft shall be for buyer’s risks and account.

20 Each pair in a box, then 24 pairs of assorted sizes and colors to a strong export carton.

21 One dozen to a polythene bag, 10 polythene bags to a paper box, 10 paper boxes to

a wooden case of 1/2 inch thickness.

22 To be packed in seaworthy export cartons, each containing 100 lbs , measurement of which is 12”X13”X13”. The carto ns shall be lined with plastic film and reinforced with iron hoops.

23 Packing must be suitable for ocean shipping and sufficiently strong to withstand rough handling . Bales must be press-packed and hooped , with adequate inside waterproof protection and the outer wrapping must comprise good quality canvas. Cases or other outside containers must be externally of the smallest cubic dimension consistent with adequate protection of the goods . Packages must bear full marks stenciled in good quality stencil ink in large plain characters on two sides and one end of each package . All bales must be marked “Use no hooks.”

24 3000 metric tons plus or minus 5% , at the seller’s option . January, February, March shipment, equally divided. Each shipment shall be regarded as a separate and independent contract.

25 The buyers shall undertake to charter the carrying vessel. The buyers or their chartering agent shall advise the sellers by fax , 10 days prior to the arrival of the carrying vessel at the port of shipment , of the contract number, name of the carrying vessel , approximate loading capacity , laydays and port of loading in order to enable the sellers to make preparations for loading. The sellers shall confirm by fax upon receipt of the above fax. The buyers’ age nt shall make contacts with the sellers from time to time.

Should for certain reasons the buyers not be able to inform the sellers of the foregoing details 10 days prior to the arrival of the vessel at the port of loading or should the carrying vessel be advanced or delayed , the buyers or their chartering agent shall advise the sellers immediately and make necessary arrangements.

26 Should the sellers fail to effect loading in time when the vessel chartered by the buyers arrives at the port of shipment , the sellers shall be held responsible for the dead freight , demurrage, and all other losses sustained.

27 Loading rate: 10,000 metric tons per weather working day of 24 consecutive hours( weather permitting ). Sundays and holidays at the port of loading are included.

28 Demurrage/ Dispatch Money is to be settled direct between the shippers and the ship owners according to the charter party.

29 Shipment within the time stipulated shall be subject to shipping space being available. In case of FOB contract, the buyer is bound to give shipping instruction in time and provide necessary shipping space; otherwise , the seller can dispose of the goods for the buyer’s account and risk.

In case of shipment in installments, each lot shall be regarded as a separate and independent contract. The date of bills of lading is to be taken as the date of shipment.

30 The goods must be strictly shipped within the period stipulated herein. In the event of delay in shipment , the buyer may cancel the contract and claim damages for breach of the contract ; provided that shipment be delayed in whole or in part by reason of Acts of God, the buyer may extend the time of shipment to the extent of the delay not exceeding one month. If shipment is delayed over one month, the buyer shall have the option to cancel the contract at any time . If shipment is not possible within___ months of the latest time for shipment as originally stipulated herein , the contract shall become void, unless otherwise agreed upon. In case of cancellation and/or the contract becoming void , the seller shall refund all money paid in advance by the buyer with respect to any undelivered goods.

31 The seller shall not be responsible for non-shipment or late shipment of the contracted goods or any part thereof due to Force Majeure or any other causes beyond the seller’s control or due to failure of the buyer to provide in time a letter of credit . 32 Insurance shall be effected for the amount of the seller’s invoice plus 10%. Any additional insurance required by the buyer shall be at his own expense. The seller may insure against War Risk at the buyer’s request and expenses. In case the rate of relevant insurance premium should be raised between the time of closing the contract and that of the shipment , the excess premium shall be for the buyer’s account.

33 Any additional premium for insurance coverage over 110% of the invoice amount , if so required, shall be borne by the buyer and added to the invoice amount , for which the L/C shall stipulate accordingly.

34 Insurance is to cover W.A. plus T.P.N.D. and War Risk for 110% of the CIF value . Claims, if any, are payable in New York in the US currency.

War Risk premium is calculated at 0.1%. If it is higher than 0.1% after the conclusion of the contract, the exces s premium shall be for the buyer’s account. If War Risk insurance is not obtainable, the seller may be exempted from providing such insurance. . Therefore, the L/C must include the following clause: “ If War Risk

premium is higher than 0.1%, the beneficiary is authorized to draw the difference in excess of the L/C amount or to be exempted from providing such insurance.”

35 Upon first presentation the buyers shall pay against the documentary draft drawn by the sellers at sight . The shipping documents are to be delivered against payment only.

36 The buyers shall duly accept the documentary draft drawn by the sellers at_____ days’ sight upon first presentation and make payment on its maturity.

37 _____% of the value of the goods is to be paid by an irrevocable L/C and the remaining ____% by D/P at ____ sight. The full set of shipping documents are to accompany the collection item. All the documents are not to be released to the buyers until full payment of the invoice value is made. In case of non-payment of the____ % in the collection item, the documents shall be held by the issuing bank at the entire disposal of the sellers.

38 Payment : By an irrevocable letter of credit confirmed by a prime bank in the USA and advised by Bank of Singapore, available by sight draft, in favor of ABC Corp., covering 100% FOB value. The beneficiary’s draft shall be drawn against the L/C accompanied by the following documents:

(1)Commercial invoice in five copies;

(2)Full set of clean on-board ocean B/L made out to order and blank endorsed;

(3)Certificate of weight, quantity and quality issued by an independent public

surveyor.

39 All duplicates of documents are to be sent to ABC Corp. in London and a complete set of original shipping documents are to be sent to the Bank of China in London. Having found the documents in order , the buyer shall pay the full amount of the invoice value to the Bank of China in London. After the Bank of China in London has received the money the original B/L shall be sent to ABC Corp. in London. Due date of each payment to be made is the 60th day after the B/L date.( If this 60th day happens to be a holiday then payment will be effected on the first working day thereafter.)

40 It is mutually agreed that the Certificate of Quality issued by the China 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 re-inspect the cargo . The re-inspection fee shall be borne by the buyers. Should the quality 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 a survey report by a recognized surveyor approved by the sellers. The claim , if any, shall be lodged within ____ days after the arrival of the cargo at the port of destination.

41 In case the quality of the goods is found not in conformity with that stipulated in this contract after re-inspection by the China Commodity Inspection Bureau within ___ days after the arrival of the goods at the port of destination , the buyers have the right to return the goods to or lodge claims against the sellers upon the strength of an inspection certificate issued by the said Bureau, with the exception of those claims for which the insurers or the carriers are liable. All expenses (including inspection fees ) and losses arising from the return of the goods should be borne by the sellers. In such a case the buyers may, if so requested , send a sample of the goods in question to the

sellers provided that the sampling is feasible.

42 The inspection of quality shall be done according to the export regulations of Singapore by the manufacturers or suppliers, which shall be considered as final. Should any specific inspector be designated by the buyer all additional charges thereby incurred shall be borne by the buyer and shall be added to the invoice amount , for which the L/C should stipulate accordingly.

43 Independent inspection , unless otherwise specified, is necessary for the supplies covered by the contract. The buyer shall appoint an inspector to inspect the supplies during the process of manufacturing and prior to delivery. All inspection fees shall be for the seller’s account Inspection is to be made on specifications , quality, quanti ty and net weight, proper packing and marking. The inspector shall have the authority to reject any supplies which are found to be defective in material or workmanship or not in conformity with the specifications and requirements of the contract . In the event the inspector disapproves any supplies , he should withhold issuance of the inspection certificate until the supplies are corrected or replaced and found in conformity with the contract.

44 The full particulars of such a claim shall be made in writing and forwarded by registered airmail to the seller within 15 days after faxing. The buyer must submit such particulars as sworn public surveyor’s report when quality or quantity of the merchandise is in dispute.

45 The seller shall not be liable for any claims unless they are made promptly after receipt of the goods and due opportunity has been given for investigation by the seller’s own representatives. Goods must not be returned before the inspection by the seller.

46 In the event of any claim arising in respect of any shipment , notice of intention to claim should be given in writing to the seller promptly after the arrival of the goods at the port of discharge and opportunity must be given to the seller for investigation. Unless such a notice is given no claim shall be entertained. In any event the seller shall not be responsible for damages that may result from the use of the goods.

47 All disputes arising from the execution of or in connection with this contract shall be settles amicably through friendly negotiation . In case no settlement is reached through negotiation the case in dispute shall then be submitted for arbitration . The location of arbitration shall be in the country of the domicile of the defendant. If the arbitration is to take place in China, it shall be conducted by the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade in Beijing in accordance with its Provisional Rules of Procedure. If the arbitration is to take place in ___, the arbitration shall be conducted by____ in accordance with its arbitral rules of procedure. The arbitral award is final and binding upon both parties.

48 Any dispute of whatever nature arising out of or in any way relating to the contract may be referred for arbitration. Such an arbitration shall take place in New York City, USA. Each party to the dispute shall appoint one arbitrator and the arbitrators thus appointed shall name a referee before entering upon the reference. In case either party fails to make his appointment within fourteen days after being called to do so by the

other party , the arbitrator appointed by such other party shall act as the sole arbitrator in the reference as though appointed by the consent of both parties, and the arbitration shall be held and shall proceed accordingly. The arbitration award shall be final and binding upon both parties.

49 The seller shall not be held responsible for late delivery or non-delivery of the goods owing to generally recognized “Force Majeure” causes. However, in such a case, the seller shall immediately fax the buyer the accident and airmail to the buyer , within 15 days after the accident, a certificate of the accident issued by the competent government authorities or the Chamber of Commerce which is located at the place where the accident occurs as evidence thereof. With the exception of late delivery or non-delivery due to Force Majeure causes, incase the seller fails to make delivery within the time stipulated in the contract , the seller shall indemnify the buyer for all losses and expenses incurred to the latter directly attributable to late delivery or non-delivery in accordance with the terms of the contract. If the Force Majeure cause lasts over 60 days , the buyer shall have the right to cancel the contract or the undelivered part of the contract.

50 Non-delivery of all or any part of the merchandise caused by war, blockage, revolution, riots, mobilization , strike, lockout , plague, typhoon or any other causes beyond the seller’s control before shipme nt shall operate as a cancellation of the sale to the extent of such non-delivery. However, in case the merchandise has been prepared and ready for shipment before shipment deadline but the shipment can not be effected due to the above-mentioned causes, the buyer shall extend the shipping deadline by means of amending the relevant L/C or otherwise upon the request of the seller.

51 In the event of any breach of any of the terms, conditions or in the event of the bankruptcy or insolvency of the seller, the buyer shall have the right to cancel this contract with the seller , to reject the merchandise or to dispose of it at a time and price which the buyer deems reasonable, the seller is bound to reimburse the buyer for any loss or damage sustained including but not limited to loss of profits obtainable from resale by the buyer and damages caused by the buyer’s liability of purchase from the seller of the merchandise for resale.

52. The buyer shall be liable for results arising from his failure or delay in providing L/C and/ or necessary instructions or else in conforming to the terms and conditions prescribed herein. The seller reserves the right to resell or hold the defaulted goods for account of and at the risk of the buyer or to cancel the contract.

53 Time of shipment is of essence to this contract but if, as a result of any cause or causes beyond the control of the seller, shipment is delayed for more than thirty days , the buyer shall have the option of canceling unconditionally such portion of this contract as remains unfulfilled at the end of such thirty days , or of maintaining it, in which case each party undertakes to fulfill this contract as soon as practicable , but should shipment not be possible within six months from the date of shipment originally stipulated , the contract shall become void as to undelivered portion . In the event of such a cancellation or the contract becoming void for such a reason, the seller shall promptly refund to the buyer any or all money paid for such undelivered portion.

54 The contract shall be subject to acquisition of an export license from___ government or its agency, if required. Should such an export license be refused , the contract shall become null and void , and the seller shall so advise the buyer immediately.

55 Where a foreign import license is required , the buyers shall obtain such a license prior to their placing the order . In the event of any such license being required subsequently, it shall be the buyers’ duty to obtain same in good time before shipmen t of the goods , but if the license is not granted within such a time as will enable the sellers to make delivery or shipment in accordance with the contract, the sellers may cancel the contract for the buyers’ account at the sellers’ option.

56 Any duties , taxes and levies imposed upon the cargo or any package, material or activity involved in the performance of the contract shall be for account of the seller if imposed by the country of origin, and for the account of the buyer if imposed by the country of destination.

57 Fluctuations in contingent imposition of export levies and charges after the date of sale shall be for the buyer’s account regardless of CIF,CFR or FOB terms.

58 Any import customs duties in respect of the goods will be paid by the buyer unless any contrary provision is contained in the terms of sale.

59 The formation, construction, validity and performance shall be governed by the law of the People’s Republic of China.

60 This agreement may not be amended, changed, modified, supplemented, deleted, assigned, discharged or abandoned in any manner, orally or otherwise , except by an instrument in writing signed by duly authorized representatives of each of the parties hereto.

61 All notices which may or shall be given under this agreement shall be made by registered airmail, cable or fax to the addresses mentioned below or to such addresses as are notified in writing by the parties hereto. If either party has changed its address, a written notice thereof shall be given to the other party. All notices shall be deemed to have been given at the time of mailing or at the time of delivery of a cable to the communications company for transmittal, as the case may be.

62 The present contract is drawn induplicate in the Chinese and English languages, both texts being equally authentic. In case of any divergence of interpretation, the Chinese text shall prevail.

63 If any products or any part of the products are not in compliance with the standards of quality as the result of inspection, the manufacturer shall promptly supply the buyer free of charge with replacements for all parts not complying with the standards of quality. The buyer shall bear the risk of any loss, deterioration or damage to the products, arising from whatsoever cause, from the time the products are delivered to the vessel in Hong Kong. Claims by the buyer in regard to any defect in the products must be in writing and must be dispatched by the buyer with full particulars within one month after receipt of the products. In case those claims are found justifiable by the manufacturer, the manufacturer will replace the defective parts when returned.

64 In witness whereof, the parties hereto have executed this contract in duplicate by their duly authorized representatives as of the date first above written.

II Put the following sentences into English:

1以--- 在装运港出具的品质证书为最后依据。

2梨罐头质量必须达到----标准。

3质量完全以卖方在---日提供的样品为准。

4以买方场地检验为准。

5生产国对于质量通常所允许的贸易误差，须经买方同意。

6货物到达目的港后，由中国商品检验局检验，其检验证书为最后依据，对双方均具有约束力。

7货物在目的港由中国商品检验局检验，其品质和重量证书为最后依据，对双方均具有约束力。

8卖方可溢短装5%。

9以目的港到货净重为准。

10卖方交付买方的数量，如少于合同所规定的数量，买方有权拒收。若买方接受所交货物，须按合同规定价格支付货款。

11提单货物重量增减不超过1%，不予计算。

12温哥华离岸价，每公吨12美元，包括平舱费和理舱费。

13合同一经签字，价格不能变动。

14合同生效后，无论汇率变动与否，合同中包括价格在内的一切条款对双方均具有约束力。

15新麻袋装，每袋净重300磅。

16货物以各自习惯的方式包装和标志，特别包装须另付费用。

17 10月下旬至11月上旬装运。

18收到信用证后60天内装运。

19 4月30日前装运，但以买方信用证在3月15日前到达卖方为限。

20平均分两批于11月和12月装运。

21从4月开始分3个月装运，每月各装运三分之一。

22装运船只由卖方提供，允许分批装运和转船。

23装完货后，卖方应用传真通知买方合同号，商品名称，数量，装运船只名称及启运日期。

24投保水渍险，买方要求增加保险，费用自负。必要时卖方可投保战争险，但费用由买方负担。

25卖方按发票金额加10%投保平安险。买方如需加保，由其自行投保并负担费用。

26买方应于----前将全部货款用电汇方式预付给卖方。

27以不可撤销的信用证，凭卖方即期跟单汇票付款，有效期为装运后15天内在中国议付有效。该信用证须于合同规定的装运月份前30天到达卖方。

28凭买方为付款人的即期汇票付款。

29凭不可撤销的，保兑的，90天远期信用证付款。

30信用证须在---前到达卖方，至少装运后15天内有效。若信用证迟到，卖方对迟装不负责任。若买方未能按合同规定开出信用证，卖方有权撤销合同，代买方转卖合同货物或保存货物，费用由买方负担。

31买方通过新加坡银行，以美元电开---公司为受益人的含全部货款的信用证。信用证完好到达新加坡的日期不迟于每批交货月的第一天。以受益人开具的即期

汇票凭下列单据付款：

（1）商业发票一式三分；

（2）可转让的全套清洁装船提单，运费预付至目的地；

（3）可转让的保险单或保险凭证，按发票金额110%投保水渍险和战争险。32双方同意以装运港中国商品检验局所签发的品质/数量检验证书为最后依据，对双方均具有约束力。

33重量和质量均以装船地装船时官方出具的证书为准。

34货物的品质，重量，数量及包装由买方指定的卖方同意的公证人在----港装船时进行检验，其品质，数量，重量和包装检验证书为最终依据，检验费由卖方负担。

35品质以合格的公证人在装船时检验为准。

36质量和等级以制造商在工厂的检验为最后依据。如买方指定检验人，其费用由买方负担。

37索赔必须在货到目的港后21天内以书面形式提出。若货物被使用，或部分或全部售于他人，或未保存待卖方检验，卖方拒绝索赔。

38在货物质量与样品略有不符的情况下，若经双方协商，适当降低合同价格，买方仍须提货。若买方认为货物质量远不及样品或降价不合理，可拒收货物。39若有索赔，买方应于货物到达目的地后14天内以传真提出，公证报告应速航寄无误。如争议是有关品质方面，至少必须有10%原封未启箱件供卖方检查，否则索赔无效。

40除具备下列条件，本合同买方不得提出索赔：

（1）索赔应于承运货物船只到达卸货港后7天内，向卖方书面提出；

（2）将赖以索赔的样品和由公证行封印的基础样品寄交卖方。

41买方应在货到目的港30天内向卖方提交索赔通知，在此期间如卖方未接到买方索赔通知及公证行出具的公证报告，则认为买方无索赔要求。

42买方就本合同提出的任何索赔，都必须在货物到达提单所载目的地后30天内，以传真形式向卖方提出。索赔文件均须以书面形式并于发出传真后15天内以航空挂号邮寄卖方。如属货物品质或数量索赔，买方必须同时提交公证检验报告。43如有索赔，必须在目的地卸货后14天内提出，逾期索赔无效。

44货到目的港后，如买方发现货物质量及/或数量/重量与合约规定不符，可凭双方同意的检验机构出具的检验报告向卖方提出索赔，但应由保险公司及/或轮船公司负责的索赔除外。质量索赔须在货到目的港后30天内提出，数量/重量索赔须在货到目的港后15天内提出。卖方应在接到索赔通知后30天内答复买方。45凡因执行本合同所发生的或与本合同有关的一切争议，双方应通过友好协商解决。如果协商不能解决，应将争议事项提交北京中国国际贸易促进委员会对外贸易仲裁委员会，根据该会的仲裁程序暂行规则进行仲裁。仲裁裁决是终局的，对双方均具有约束力。

46凡涉及本合同或在执行本合同中所发生的一切争执应由双方协商解决。如经过协商仍不能解决，可在被诉讼人所在国按该国仲裁机构的仲裁条例进行仲裁。该仲裁机构的裁决是终局的，对双方均具有约束力。除非另有裁决，仲裁费用由败诉一方负担。

47在人力不可抗拒情况下，卖方对迟交或不交货物概不负责，但应用传真通知买方。若买方要求，卖方应以挂号信将中国国际贸易促进会或其他有资格的机构出具的证书寄交买方。

48由于一般公认的人力不可抗拒的原因所造成的不交货或延期交货，卖方不负责任。但在此情况下，卖方应立即以传真通知买方，并在14天内向买方提交由事故发生地政府当局或商会出具的有关事件的证书，以资证明。

49如因禁止出口，拒发出口许可证，或因劳资争议，火灾，水灾，台风，海上风险或事故，或因其他卖方无法控制的事故等，卖方对合同货物全部或部分不交货或迟交货不负责任。买方应接受卖方在事故终止后一段合理期间内的交货。若卖方拟终止全部或部分合同，买方须接受。

50倘若买方未能履行与卖方所订本合同的任何条款，卖方有权终止全部或部分合同，或延期交货，或截留运输中货物。在此情形下，买方须负担卖方因此而发生的损失和费用。

51如在----日前未能开出出口许可证或进口许可证，本合同则无条件失效。

52买卖双方约定，如在----日前未能开出许可证，双方将协商是否修改合同或无条件取消合同。

53现行的或合同签署后才征收的出口税或其他任何费用，均由卖方负担。

54本合同的解释和执行以中华人民共和国的法律为依据。

55本协议的修改必须用书面形式并经双方签字。

56如需对本协议条款进行修改，双方应协商解决，但必须经----政府批准。

57本协议英文本为唯一正本。

58出口商保证卖给进口商的货物在做工或原材料方面无缺陷。

59如对本协议条款的解释产生异议，则以英文文本为准。

60本合同于---年---月---日在上海签署，正本两份，分别以中文和英文书就，两种文本具有同等效力。若对其解释产生异议，则以中文文本为准。

Part Two

Sales Contracts and Letters of Credit(销售合同和信用证)

I Translate the following Sales Contract into Chinese:

Sales Contract

No.:

Date:

Sellers: SOHO International Group

Address:1 Zhongshan South Road, Nanjjing, China

Zip Code

Cable Address:

Fax:

Buyers: ABC Corporation

Address:

Zip Code

Cable Address:

Fax:

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

according to the terms and conditions stipulated below:

1 Commodity

Unit Price: CIF/CFR/FOB

Total Price:

2 Packing:

3 Time of Shipment:

4 Port of Shipment:

Port of Destination:

With partial shipments and transshipment allowed/prohibited

5 Insurance: To be effected by:

( ) the Sellers for 110% of the invoice value against All Risks in

accordance with______(Insurance Clauses)

( ) the Buyers

6 Terms of Payment: By irrevocable transferable L/C available by sight draft,

which shall reach the Sellers not later than_____ and remain

valid for negotiation in China until the 15th day after the

afore-said time of shipment

7 Shipping Mark :

The general terms and conditions of this contract on the back

page constitute an integral part of this Sales Contract and shall

be equally binding upon the parties hereto.

The Sellers: The Buyers:

------------------------------------------------------------------------------------------------------- GENERAL TERMS AND CONDITIONS

1 Amendments to a Letter of Credit

The Buyers shall open a Letter of Credit in accordance with

the terms of this contract . If any discrepancy is found,

amendments to the Letter of Credit shall be made immediately

by the Buyers upon request of the Sellers, otherwise, the

Buyers shall be responsible for late shipment and losses

incurred to the Sellers.

2 Force Majeure

The Sellers shall not be responsible for non-delivery or late

delivery of the contracted goods as a result of Force Majeure

accidents, such as war, flood fire storm, heavy snow. In such

cases , either the time of shipment is to be duly extended or the

Sellers may cancel a part or the whole of the contract.

3 Arbitration

All disputes in connection with or in the execution of this

contract shall be amicably settled through negotiations. In case

no settlement is reached , the case in dispute shall be submitted

for arbitration, which shall be held in the country where the

defendant resides. If the arbitration is to take place in China,

the case shall be submitted to the Foreign Trade Arbitration

Commission of the China Council for the Promotion of

International Trade in Beijing for arbitration in accordance with

its provisional rules of procedure. If the arbitration is to take

place in_____ each of the two parties shall appoint an arbitrator

and the two arbitrators thus appointed shall jointly nominate a

third person as umpire to form an Arbitration Tribunal to

conduct the arbitration. The award made by the Tribunal shall

be final and binding upon both parties. The arbitration fee shall

be borne by the losing party unless otherwise awarded

4 Two originals of this Sales Contract are to be forwarded to the Buyers after all

particulars have been filled in by the Sellers. The Buyers shall,

with three days after receipt of the contracts , sign and return

one of them to the Sellers and keep the other.

II Put the following Sales Confirmation into Chinese:

Sales Confirmation

No.:_____ Date_____

To: (the Buyers)

We hereby confirm having sold to you the following goods on the terms and conditions as specified below:

1 Name of Commodity

Specification

2 Quantity with___% more or less allowed

3 Unit Price

4 Total Value

5 Time of Shipment: Within ___days after receipt of the L/C allowing partial shipments and transshipment.

6 Terms of Payment: By a confirmed, irrevocable letter of credit available by sight draft and valid for negotiation in China until the 15th day after the time of shipment.

7 Insurance: To be effected by the Sellers covering All Risks and War Risk in accordance with______(insurance clause)

------------------------------------------------------------------------------------------------------- GENERAL TERMS AND CONDITIONS

1 The Buyers shall establish the Letter of Credit not later than_____. If the Buyers fail to open the L/C in time, the Sellers shall have the right to rescind, without further notice, the whole or any part of this Sales Confirmation, and/or lodge a claim with the Buyers for losses incurred to the Sellers.

2 For transactions concluded on CIF basis, insurance shall be effected for 110% of the invoice value against the risks specified in the Sales Confirmation. If additional insurance 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 Claims:

In case of quality discrepancy, claims should be filed by the Buyers within 30 days after the arrival of the goods at the port of destination. In case of quantity discrepancy, claims should be filed by the Buyers within 15 days after the arrival of the goods at the port of destination. The sellers shall not be liable for any discrepancy of the goods shipped due to the causes for which the Insurance Company, Shipping Company, other transportation organizations and/ or Post Office are liable.

4 The sellers shall not be held responsible for failure or delay in delivery of the entire lot or a portion of the goods under this Sales Confirmation in consequence of any Force Majeure accident.

5 The Buyers are requested to quote the number of this Sales Confirmation in the Letter of Credit to be opened in favor of the Sellers.

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

Sellers: Buyers:

III Translate the following letters of credit into Chinese:

1 Irrevocable Documentary Letter of Credit(Unrestricted Negotiation)

Commercial Development Bank

Original

Issuing Bank

Commercial Development Bank

Address:10th/F,International Commercial Building

Colombo, Sri Lanka

Issued Date: October 8,2004

Irrevocable Documentary Letter of Credit L/C No. SH1002

Drafts drawn under this credit must be negotiated in Hong Kong on or before October 23,2004 after which date this credit expires.

Applicant: Baodeli Communication Equipment Industry Co.,Ltd.

P.O.Box 2356 Colombo Sri Lanka

Beneficiary: Celebrity International Trading Co.Ltd

Address:152 Lock Road, Hong Kong

Amount and Currency: US$100,000(Say One hundred thousand US dollars only) Negotiation under this credit is unrestricted.

Advising Bank: Commercial Bank

Address: Golden Commercial Building

522A Nathan Road

Kowloon, Hong Kong

Dear Sir(s)

We hereby issue in your favor the Irrevocable Documentary credit which is available by negotiation of your draft(s) accompanied by the following documents:

1 Commercial Invoice in triplicate;

2 Packing List induplicate

3 Certificate of Origin in triplicate

4 Full set of clean “On Board” ocean Bills of Lading made out to our order, notify the buyer and marked “Freight Prepaid”

Covering shipments of:

SQE-Type II X10 in wooden cases

Contract No.1521 SH

Shipping date: Latest shipment is until October15,2004 from Hong Kong to Colombo.

Partial shipments: Not allowed

Transshipment: Not allowed

Date for presentation: Documents must be presented for negotiation within 21 days after B/L date within the validity of the credit.

Other instructions: All Banking charges are for account of the beneficiary

Undertaking clause: We hereby engage with the drawers, endorsers and bona-fide holders of draft(s) drawn under and in compliance with the terms of the credit that such draft(s) shall be duly honored on the presentation and delivery of the documents as specified herein. The amount of each draft must be endorsed on the reverse of this credit by the negotiating bank.

Except so far otherwise expressly stated, this documentary credit is subject to the Uniform Customs and Practice for Documentary Credits 1993 Revision, ICC Publication No.500

For Commercial Development Bank

Signature______________

Notice: We deliver the credit to you without any responsibility on our part.

Name of the Advising Bank: Commercial Bank

Signature:

-------------------------------------------------------------------------------------------------

2 Confirmed Irrevocable without Recourse Letter of Credit

To Wandli International Trading Co., Ltd

18/F Commercial Center, New York, United States

Date & Address of Expiry: November 10,2004 in the country of the Beneficiary

1 At the request of Tadka International Trading Co., Jakarta, Indonesia

We open a confirmed irrevocable without recourse credit No.IJDK-2813 in your favor for the amount not exceeding a total of US$500,000(Say US dollars five hundred thousand only)available by your drafts drawn, in duplicate , without recourse at sight on the applicant, covering 100% of the invoice value , accompanied by the following documents:

2 Commercial Invoice in duplicate indicating the contract no.

3 Full set of clean “On Board” ocean Bills of Lading made out to our order, notify the applicant and marked “Freight Prepaid”.

4 Certificate of Origin in duplicate

5 Insurance Policy in duplicate covering All Risks and War Risk plus 10% of the invoice value.

6 Packing List in duplicate

7 Partial shipments are not allowed. Transshipment is allowed. Latest shipment date:

8 Shipment from the United States to Indonesia CIF

9 Covering shipments of :

SPIX100

SPIIX50

SPIIIX50

All in wooden cases

10 Drafts at sight drawn without recourse under this credit must be presented for negotiation or payment in the United States on or before__________

11We have requested the advising bank to add their confirmation to this Credit.

12 Please endorse this credit with each payment.

13 This credit shall be returned to us when the credit is exhausted or expires, attached to the last draft.

14 The negotiating and confirming banks have been authorized to purchase or negotiate drafts drawn without recourse by you

15 We hereby engage that the drafts drawn in conformity with the terms of this credit will be duly honored on presentation.

This credit is subject to the Uniform Customs and Practice for Documentary Credits 1993 Revision, ICC Publication No.500

Union Trust Bank

Jakarta, Indonesia

Signature_________

Advising Bank’s Notification: This credit bears our confirmation and we hereby engage to negotiate or purchase drafts drawn without recourse and presented in conformity with the terms of this credit on presentation to us .

Name of Advising Bank: Commercial Associated Bank

New York, the United States

Signature:_______________