Exclusive Sales Contract)

An exclusive sales contract has been entered into June 25, 20 between the Korea Exporting Co., C.P.O. Box 1234, Seoul, Korea(hereafter to be referred as Party A) and the American Importing Inc., New York(hereafter to be referred as Party B), agreeing on the following terms and conditions.

1. Party A grants to Party B the right of sole distributorship for the sale of A's Products in the territory of the United States.

2. Party B will work to the best of the ability in order to introduce and establish the largest possible sales in the territory and the sales target should be three million dollars or more a year.

3. Party A will quote to Party B the most reasonable prices at all times. All the prices Party A quotes to Party B shall be in U.S. dollars on the basis of CIF net American ports, and whatever price Party B receives from their customers over and above the net price is for the account of Party

B.

4. Party A shall not offer A's products to the above mentioned territory either through their branch or any other organization, and like-wise Party B shall not import the same article from any other Korean exporter of such item.

5. Draft(s) shall be drawn at 90 days after sight (or B/L date) for the full invoice amount under an irrevocable letter of credit which shall be established within 15 days after the conclusion of the contract. Business against D/A draft without L/C should be subject to Party A's previous consent in each case. In case of D/A deal, interest will be Party A's account and delay charge, if any, will be paid by Party B.

6. Party A shall effect marine insurance on all shipments on W.A. for 110% of the invoice amount. War risk or any other additional insurance, if required, shall be covered by Party A for the account of Party B. Insurance Policies shall be made out in U.S. currency, and claims if any payable in New York.

7. Except in cases where firm offers are accepted, no orders shall be binding until acceptance is

cabled by Party A. All orders shall be confirmed in writing, and orders thus confirmed shall not be cancelled unless by mutual consent.

8. Party B's claims, if any, shall not be entertained before the relative payments are completely

made or the export draft is duly honored, and shall be made within 15 days after arrival of the goods at destination. Certificates by recognized surveyors shall be sent by airmail without delay. All claims which can not be amicably settled between Party A and Party B shall be settled by arbitration in Seoul, in pursuance of the rules of The Korean Commercial Arbitration Board, whose award shall be final and binding upon Party A and Party B.

9. This contract shall be valid until the end of 20 and can be renewed on an yearly basis if such

intention is conveyed to the other party at least three months before the expiry of the contract.

10. This contract is made and typed in two copies, given to each party.

Party A Party B

Korea Exporting Co., Ltd. American Importing Inc.

第二篇：英文版销售合同

No:

Date:

For Account of:

Indent No:

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 below and overleaf:

(1) Names of commodity (ies) and specification(s)

(2) Quantity

(3) Unit price

(4) Amount

TOTAL:

__________% more or less allowed

(5) Packing:

(6) Port of Loading:

(7) Port of Destination:

(8) Shipping Marks:

(9) Time of Shipment: Within ____________________days after receipt of L/C, allowing transhipment and partial shipment.

(10) 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.

(11) Insurance:

Covers all risks and warrisks 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.

(12) The Buyer shall establish the covering Letter of Credit before _________; 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) 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 Transferable Insurance policy or Insurance Certificate when this contract is made on CIF basis.

(14) 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.

(15) 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.

(16) 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.

(17) 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 parties.

(18) The Buyer is requested always to quote THE NUMBER OF THE SALES CONTRACT in the Letter of Credit to be opened in favour of the Seller.

(19) Other Conditions:

Seller: Buyer:

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.