合同及信用证样本

中国黑龙进出口公司

CHINA HEILONG IMPORT AND EXPORT COMPANY

206 XUANHUA ST., HARBIN CHINA

TEL:(0451) FAX:(0451)

售货确认书

SALES CONFIRMATION

Contract No: 04HLUS8001

Date: APR..22, 2004

Buyers: A. B. C. CORP.

Address: 5690 Hill Street, Los Angeles, CA 90015, the

Tel: (213)445-0491 Fax: (213)656-0807

This Sales Contract is made by and between the Sellers and the Buyers, whereby

the Sellers agree to sell and the Buyers agree to buy the under-mentioned goods

(5)Time of Shipment: Within 45 days after receipt of L/C. Allowing transshipment

and partial shipments.

(6)Port of Loading: GUANGZHOU Port of Destination: LOS ANGELES

(7)Terms of Payment: ( * ) By 100% irrevocable Letter of Credit in favor of the

Sellers to be available by sight draft to be

opened and to reach China before MAY. 15, 2004 and to remaind

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

aforesaid Time of Shipment. L/C must mention this contract

number. L/C advised by BANK OF CHINA. GUANGZHOU : 444U4K GZBC.

CN. All banking Charges outside China (the mainland of China)

are for account of the Drawee.

( ) (8) Insurance:( * )To be effected by Sellers for 110% of full invoice value

covering All Risks as per PICC Clauses .

( ) To be effected by Buyers.

(9)General Terms and Conditions: (please see overleaf)

(10) Special Provisions:

If anything contained in the above printed Clause(s) is (are) inconsistent with the provisions stipulated below, the above printed clause(s) shall automatically be null and void to the extent of such inconsistency.

The Seller(s)__王洋__ The Buyer(s) Jin Finch (signature) (signature)

(overleaf)

General Terms & Conditions:

(1) The buyers shall have the covering Letter of Credit reached the Seller (or notify the Seller of the Import License Number) before failing which the Seller reserves the right to rescind the Sales Confirmation 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 thus sustained, if any.

买方须于年月日前开到本批交易的信用证（或通知售方许可证号码），否则，售方有权不经通知取消本确认书，或接受买方对本约未执行的全部或一部，或对因此遭受的损失提出索赔。(2)For transactions concluded on CIF basis, it is understood that insurance amount will be for 110% of the invoice value against the risks specified in the Sales Confirmation. If additional insurance amount or 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.

凡以CIF条件成交的业务，保额为发票价的110%，投保险以本售货确认书中所开列的为限，买方如果要求增加保额或保险范围，应于装船前经售方同意，因此而增加的保险费由买方负责。

(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 the 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 or post Office are liable.

品质数量异议：如买方提出索赔，凡属品质异议须于货到目的口岸之日起3个月内提出，凡属数量异议须于货到目的口岸之日起15天内提出，对所装货物所提任何异议属于保险公司、轮船公司或其他有关运输机构、邮递机构所负责者，售方不负任何责任。

(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 Force Majeure incidents.

本确认书内所述全部或部分商品，如因人力不可抗拒的原因，以至不能履约或延迟交货，售方概不负责。

(5)Arbitration: All disputes arising from the execution of or in connection with this contract shall be settled by friendly negotiation. In case of settlement can not be reached through negotiation, the case shall then be submitted for arbitration to the China Council for the Promotion of International Trade Beijing in accordance with the “Provisional rules of Procedure of the Foreign Economic and Trade Arbitration Commission of the China Council for the Promotion of International Trade”. The arbitral award shall be accepted as final and binding upon both parties.

凡因执行本确认书或有关售货确认书所发生的一切争端双方应协商解决，如协商不能得到解决，应提交北京中国国际贸易促进委员会对外经济贸易仲裁委员会根据“中国国际贸易促进委员会对外贸易仲裁委员会的仲裁程序暂行规则”进行仲裁，仲裁裁决是终局的，对双方都有约束力。