国际贸易合同范本

国际贸易也称世界贸易、进出口贸易，国际贸易是在一定的历史条件下产生和发展起来的。形成国际贸易的两个基本条件是：(1)社会生产力的发展;(2)国家的形成。 社会生产力的发展产生出用于交换的剩余商品，这些剩余商品在国与国之间交换，就产生了国际贸易。

以下是国际贸易合同范本相关知识的汇总，仅供参考。

◇国际贸易合同范本

合同编号：____

____年__月__日

____(售方)为一方，与____(购方)为另一方，签订合同如下：

第一条 合同对象

依据____年__月__日双方签订的关于合作的协议，在售方国国境车上交货条件下售方售出，购方购入货物。其数量、种类、价格及交货期均按第__号附件办理，该附件为本合同不可分割的部分。 合同总金额为_____

第二条 价格

本合同所售出货物的价格以瑞士法郎计算，此项价格系卖方国国境车上交货，包括包皮、包装和标记费在内。

第三条 品质

按本合同所售出货物的品质应符合中华人民共和国国家标准或原苏联国家标准，并符合本合同附件所规定的技术条件;凭样交货的商品品质应符合双方确认的样品。

商品质量应以售方国国家商品检验局出具的品质证明书证明之。

第四条 供货期

售方应在本合同附件规定的期限内发货。在征得购方同意的情况下，售方有权按双方商妥的数量和金额提前交货。

1

第五条 标记

每个货箱均应用防水颜料在箱体的三面(上面，前面和左右)用英、俄两种文字书写以下标记：合同号，收货人，箱号，毛重，净重。

第六条 支付

本合同所供应的货物之价款，由购方按照中国银行和原苏联外经银行关于边境贸易支付协议书所规定的办法及19xx年3月13日“由中国向苏联和由苏联向中国交货的共同条件”以瑞士法郎凭下列单据向售方支付：

1.帐单4份;

2.盖有售方国发站印章的铁路运单副本1份;

3.明细单3份;

4.品质证明书1份。

第七条 保证和索赔

卖方在提供的商品投入使用之后12个月内保证商品质量，但不超过供货之日起18个月。 对货物品质的异议应在发现缺陷后3个月内提出，如在保证期发现缺陷，提赔日期不能迟于保证期结束30天。

如商品在保证期内出现缺陷，供货一方应排除缺陷或更换有缺陷的部分并负担费用。

当事人一方给对方造成人身伤害或因故意或重大过失给对方造成财产损失的，应当进行赔偿。

第八条 发货通知

售方应在发货后10天内以电传向购方通知有关货物自生产厂发运的情况，并注明发运日期，合同号，发动机号，件数，毛重和铁路运单号。

第九条 仲裁

由本合同所产生或与本合同有关的一切纠纷，应尽可能通过双方谈判解决。如双方不能达成协议，可提交被告国对外贸易仲裁机关审理，中方国家对外贸易仲裁为中国对外贸易促进委员会，苏方为原苏联工商会。

第十条 不可抗力条款

双方任何一方发生不可抗力情况(如火灾、自然灾害、战争、各种军事行动、封锁、禁止进出口或不以双方意志为转移的其他情况)，使本合同全部或部分义务无法履行时，履行本合同义务的期限可相应推迟，在此期间合同义务仍然有效。

2

如果不可抗力情况持续30天以上，其中一方有权通知另一方免除继续履行合同义务，此时任何一方无权向对方提出补偿可能的损失。

无法履行本合同义务方应将不可抗力情况发生和结束及影响合同义务履行情况立即通知对方。 不可抗力发生和持续的时间应以售方或购方有关商会出具的证明书证明。

第十一条 其他条件

本合同未尽事宜，双方均按19xx年3月13日“由中国向苏联和由苏联向中国交货共同条件”办理。

本合同一式两份，以中、俄两种文字书就，两种文字具有同等效力。

第十二条 双方法定地址

售方名称：_____ 购方名称：_____

地址：_______ 地址：_______

电报挂号：_____ 电报挂号：_____

第十三条 运输地址

发货人： 收货人：

发站：______ 到站：________

签字：_______ 购方签字：______

3

第二篇：中韩国际贸易合同范本

Sales Contract (???)

PREFACE

Since the normalization of diplomatic relations between neighbors Korea and China in 1992, the trade relations have developed in a desired direction and the volume of trade has increased rapidly.

In order to promote and facilitate the development of bilateral trade, the Korea-China Trade Contract Terms Study Committee and the China Foreign Trade Contract Terms Study Committee were respectively selected to be responsible for the task of preparing Model Terms of Contracts for Sale of Goods ( hereinafter referred to as the "Model Terms" ). The Model Terms, intended to be used by Korean and Chinese trading firms and corporations in formulating their own standard contracts, were completed in December,1996.

The Model Terms are based on the current effective laws, the international treaties and the international trade usages acceded by the two countries, as well as Incoterms, 1990 and Uniform Customs and Practice for Documentary Credits, 1993 Revision.

In order to properly use the Model Terms, instructions are given as follows :

1. The Model Terms are intended to be used for the drafting of contracts for the sale of goods between the two countries' trading firms and corporations.

2. The Model Terms are intended to provide a sample of contract terms and conditions. They are not intended to constitute a specified contract.

3. Some of the Model Terms provide one or more alternatives to accommodate different kinds of transactions and various categories of goods.

4. When concluding specified contracts, each trading firm and corporation in both nations

may modify the provisions of the Model Terms and incorporate new provisions into their contracts according to the nature of the transaction or goods.

5. The Model Terms provide for maritime transportation,however, if other means of

transportation are to be employed, the relevant provisions in the Model Terms should be modified and new provisions should be incorporated into the contracts.

The Korea-China Trade Contract Terms Study Committee and the China Foreign Trade Contract Terms Study Committee hope that Korean and Chinese trading firms and corporations fully comprehend the purport and meaning of the Model Terms and are willing to use the Model Terms. We also look forward to receiving opinions and proposals so as to make further improvement to the Model Terms in the future.

Korea-China Trade China Foreign Trade

Contract Terms Study Contract Terms Study

Committee Committee

By By

....................................... ........................................

1

Contract Number :

Date of Signing of Contract :

Place of Signing of Contract :

Seller : .........................................................................................................................

Address : ................................................................................................................

Country of Incorporation : ................................................................................

Telex : .....................................................................................................................

Fax : .........................................................................................................................

Buyer : .........................................................................................................................

Address : .................................................................................................................

Country of Incorporation : .................................................................................

Telex : ......................................................................................................................

Fax : .........................................................................................................................

The Buyer and the Seller, through friendly negotiation, have signed this Contract on a basis of [ ]FOB, or [ ] CFR, or [ ] CIF, or [ ] FCA, or [ ] CPT, or [ ] CIP and agreed to the terms and conditions stipulated below.

2

[with ( ) % more or less both in amount and quantity allowed at [ ] the Seller’s , or [ ] the Buyer’s option]

..........................................

[If the delivered quantity is more or less than ( )% of the quantity as defined in item 4, the

price shall be adjusted correspondingly.]

9.1 Time of Shipment : ..................................................................................

9.2 Port of Shipment : ....................................................................................

9.3 Port of Unloading : ...................................................................................

9.4 "On - deck" shipment [ ] is, or [ ] is not allowed.

9.5 Transhipment [ ] is, or [ ] is not allowed.

9.6 Partial shipment [ ] is, or [ ] is not allowed.

9.7 [ ] Container shipment

9.8 Final destination : .....................................................................................

10.1 Method of Payment (*Select one of the following methods of payment)

(1) Letter of Credit

[ ] 10.1.1 Sight payment

The Buyer shall,

[ ] ( ) days prior to the first day of the time of shipment specified in this

Contract,

[ ] within ( ) days after the execution of this Contract,

establish in favor of the Seller an irrevocable letter of credit (L/C) payable at sight issued by ..................................................................... (bank’s name), by

3

[ ] telex,

[ ] SWIFT,

[ ] mail,

[ ] brief telex and mail

in the amount of ......................................................... , the contents of which shall be in conformity with the terms of this Contract.

The letter of credit shall not expire until ( ) days after the last day of the time of

shipment specified in this Contract.

The statement "this credit is subject to Uniform Customs and Practice for Documentary Credits,1993 Revision, International Chamber of Commerce Publication No. 500" shall be contained in the letter of credit.

[ ] 10.1.2 Deferred Payment

The Buyer shall,

[ ] ( ) days prior to the first day of the time of shipment specified in this

Contract,

[ ] within ( ) dates after the execution of this Contract,

establish in favor of the Seller an irrevocable letter of credit (L/C) payable ( ) days after ..................................................., issued ...............(bank’s name), by

[ ] telex

[ ] SWIFT

[ ] mail

[ ] brief telex and mail

in the amount of ..........................................................................., the contents of which shall be in conformity with the terms of this Contract.

The letter of credit shall not expire until ( ) days after the last day of the time of shipment specified in this Contract.

The statement "this credit is subject to Uniform Customs and Practice for Documentary Credits, 1993 Revision, International Chamber of Commerce Publication No. 500" shall be contained in the letter of credit.

(2) Collection

[ ] 10.1.3 Document Against Payment (D/P)

After shipment, the Seller shall deliver a sight bill(s) of exchange drawn

on the Buyer together with the required documents to the Buyer through a

bank. The Buyer shall effect the payment immediately upon the first

presentation of the bill (s) of exchange and the required documents, i.e.

D/P.

[ ] 10.1.4 Document Against Acceptance (D/A)

After shipment, the Seller shall deliver bill (s) of exchange drawn on the

Buyer, payable ................ days after .................... ,together with the

required documents to the Buyer through a bank for acceptance. The

Buyer shall accept the bill (s) of exchange immediately upon the first

presentation of the bill of exchange and the required documents and shall

effect the payment on the maturity date of the bill (s) of exchange, i.e.

D/A.

(3) Remittance

[ ] 10.1.5

The Buyer shall,

[ ] within ............... days after the receipt of the required documents,

4

[ ] within ............... days after the date of the Bill of Lading,

pay the invoice value of the goods to the Seller’s account with the bank designated by the Seller by means of

[ ] T/T (Telegraph Transfer).

[ ] M/T (Mail Transfer).

[ ] D/D (Demand Draft).

10. 2 Documents Required

The following documents shall be prepared by the Seller and submitted to the

Buyer :

1. Bill of exchange drawn on

[ ] ........................ (bank’s name, on L/C basis)

[ ] the Buyer (on collection basis)

2. Transport document (select one of the following) :

[ ] 1) clean on board ocean bill of lading made out to

[ ] order, or

[ ] to order of ................ and blank endorsed

marked freight [ ] prepaid/paid, or

[ ] to collect

notifying [ ] consignee, or

[ ] ..................................

[ ] 2) non-negotiable sea waybill made out to marked freight

[ ] prepaid/paid, or

[ ] to collect notifying .................................................................

[ ] 3) multimodal transport document

[ ] 4) air transport document (airway bill/air consignment note)

[ ] 5) railway transport document

[ ] 6) courier and post receipts

3. Other document(s)

[ ] 1) commercial invoice

[ ] 2) insurance policy/insurance certificate

[ ] 3) quality inspection certificate/inspection report/analysis certificate

[ ] 4) certificate of origin

[ ] 5) packing list

[ ] 6) weight list

[ ] 7) notice of shipment/shipping advice

Documents ................. in ........... originals and ........... copies

4. Other documents (if required) :

10. 3 Banking Charges

Depending upon the method of payment selected pursuant to Clause 10. 1 above, the

Buyer shall bear all banking charges incurred in the country of

[ ] L/C issuing bank (in case of payment by L/C),

[ ] Collecting bank (in case of payment by D/P or D/A),

[ ] Remitting bank (in case of payment by remittance),

and the Seller shall bear all banking charges incurred outside such country.

11.1 Packaging

5

11.1.1 All goods shall be packaged to prevent damage from dampness, rust,

moisture, erosion and shock, and shall be suitable for

〔 〕 ocean transport, on deck/not on deck

〔 〕 multimodal transport.

〔 〕 container transport.

The Seller shall be liable for any damage and loss of the goods attributable to inadequate or improper packaging.

11.1.2 The measurement, gross weight, net weight of each package and any necessary

cautions such as "Do not Stack Upside Down", "Keep Away From Moisture", "Handle With Care", "Hook-on Point" shall be stenciled on the surface of each package with fadeless pigment, when necessary.

If the goods to be shipped include any flammable, hazardous or dangerous materials, the Seller shall indicate on the surface of each package appropriate cautions with respect to the special care for the transport and handling thereof as well as the identification numbers or other indications required under customary international practice and/or regulations applicable to such materials, if any.

11.2 Terms of Shipment

11.2.1 If shipment is made under the terms of CFR or CIF, the Seller shall not later

than ( ) days before the time of shipment, inform the Buyer by Telex, or Fax of the name, nationality, age and other details of the carrying vessel as well as the contract number for each shipment.

( The following clause shall be 〔 ) maintained or 〔 )deleted. )

The shipment shall not be effected without the confirmation from the Buyer with

respect to the acceptability of the vessel; provided that the Buyer shall not unreasonably withhold such confirmation. The Buyer shall confirm the vessel, by telex, or fax, within 3, latest 5 working days, otherwise, the vessel shall be regarded as confirmed.

11.2.2 (This Paragraph shall be 〔 )maintained or〔 )deleted.)

Upon written request of the Buyer and if and to the extent that such information is available, the Seller shall also inform the Buyer by Telex, or Fax, not later than ( ) days before the time of shipment, of the contract number, the name of the commodity, the estimated quantity, the estimated total amount, the package numbers, the estimated total weight and volume, and the estimated date of arrival of the vessel at the destination.

11.2.3 If shipment is made under the term of FOB, the Buyer shall book shipping space

in accordance with the time of shipment stipulated in this Contract. The Seller shall, at least ( ) days before the date of shipment stipulated in this Contract, advise the Buyer by Telex, Fax of the Contract number, the name of the commodity, the quantity, the total amount, the package numbers, the total weight and volume and the date when the goods should be ready for shipment at the port of shipment.

The Buyer shall, at least ( ) days before the estimated date of arrival of the vessel at the port of shipment, notify the Seller of the name of the vessel, the estimated date of arrival and the contract number for the Seller to effect shipment. In case the carrying vessel or the date of arrival have to be changed, the Buyer or its shipping agent shall advise the Seller in time to make necessary arrangement, provided that the time of shipment as stipulated in this Contract shall not be changed without written consent of the Seller.

6

Should the vessel fail to arrive at the port of shipment within ( )days after the

arrival date advised by the Buyer, the Buyer without prejudice to any other

claims of Seller under this Contract and the provisions of the INCOTERMS

shall bear all actual expenses, including the storage expenses and interest

charges, calculated from the ( ) day thereafter.

The Seller shall be liable for any dead freight or demurrage, should they fail to

have the quantity of the goods ready for loading in time as stipulated, if the

carrying vessel has arrived at the port of shipment as advised.

11.2.4 If shipment is made under the terms of FOB, CFR, CIF or FCA, the Seller shall,

immediately upon the completion of the loading of the goods, provide the Buyer

and the consignee appointed by the Buyer, with notice of shipment by Telex or

Fax.

The notice shall include the contract number, name of commodity, quantity, net

and gross weights, measurements, invoiced value, bills of lading number, sailing

date and the estimated date of arrival at the port of unloading.

If shipment is made under the term of FOB or CFR, should the Seller fail

immediately to provide the shipment notice to the Buyer and/or the consignee

appointed by the Buyer, and the Buyer can not procure the insurance in time, the

Seller shall be responsible for any damage to and/or loss of the goods incurred in

the course of transport.

11.2.5 (This paragraph shall be [ ] maintained or [ ] deleted)

Upon completion of loading, the Seller shall send to the Buyer one duplicate

copy of each of the following documents together with the shipment.

[ ] (1) ocean bill of lading ( or other transport document as per clause 10.2,

item 2)

[ ] (2) commercial invoice ( shipping lot No. to be indicated in case of partial

shipment)

[ ] (3) insurance policy/insurance certificate

[ ] (4) packing list

[ ] (5) weight list/quantity list

[ ] (6) certificate of origin

[ ] (7) quality inspection certificate / inspection report / analysis certificate

issued by .....................................

[ ] (8) other documents required : ...................................................

11.2.6 Within ( ) working days after the date of actual shipment, the Seller shall airmail

one copy of each of the documents mentioned in the preceding clause to the

Buyer or the consignee appointed by the Buyer.

11.2.7 Time of shipment is subject to timely issuance of the L/C as set forth in Clause 10

in case of the payment by L/C.

Delivery Date shall mean the B/L date , date of Airway bill or the date of

Railway Consignment Note, date of multimodal transport document.

If shipment is made under the term of FOB, CER or FCA or CPT, insurance shall be procured by the Buyer.

If shipment is made under the term of CIF or CIP, insurance shall be procured by the Seller for 110% of the invoice value against [ ] F.P.A., or [ ] W.P.A., or [ ] All Risks.

7

Additional insurance shall include : ...........................................................

[ ] 13.1 The Seller shall warrant that all goods delivered by the Seller in quality,

specification and packaging shall conform to the contract stipulations.

The warranty period shall remain in effect until the expiration of

[ ] ( ) months after the Delivery Date, in case of partial shipment after the Delivery

Date of the last shipment;

[ ] ( ) months after the date of the completion of unloading of the goods at the port

of unloading, latest however ( ) months after the Delivery Date;

[ ] ( ) months after the date of arrival of the goods at the destination but in no

circumstances exceeding ( ) months after the date of completion of unloading of

the goods at the port of unloading.

[ ] ( ) months after the date of acceptance certificate signed by both parties, however

not exceeding ( ) months after the date of arrival of the goods at the port of

unloading.

[ ] 13.2 The Seller shall warrant that the quality, specifications and packaging of the

goods delivered pursuant to this Contract shall conform to the Contract

stipulations. The Seller shall make no warranty as to the fitness of the goods thereof for any particular purposes or environments, except as stipulated

in this Contract or made known to the Seller at the time of signing this Contract.

The warranty period shall remain in effect until the expiration of

[ ] ( ) months after the Delivery Date, in case of partial shipment after the

Delivery Date of the last shipment;

[ ] ( ) months after the date of the completion of unloading of the goods at the

port of unloading, latest however ( ) months after the Delivery Date;

[ ] ( ) months after the date of the arrival of the goods at the destination but in

no circum stances exceeding ( ) months after the date of completion of

unloading of the goods at the port of unloading.

[ ] ( ) months after the date of acceptance certificate signed by both parties,

however not exceeding ( ) months after the date of arrival of the goods at the

port of unloading.

13. 3 In the event that the goods are found to be in breach of the said warranty and so

notified during the term of the warranty in accordance with clause 17. 1 , the Buyer has the right to lodge claims against the Seller.

The Seller＇s warranty shall be excluded to the extent that there is deviation of the manufacturer＇s written instructions or other cases of improper use or normal wear and tear in respect of the goods or parts of the goods which are subject to normal wear and tear by nature.

14.1 Pre-delivery inspection

(Select one of the following, i.e. 14.1.1 or 14.1.2 respectively)

[ ] 14.1.1 The Seller shall, before the time of shipment, apply to the inspection

organization for the inspection of the quality, specifications, quantity,

weight, packaging and requirements for safety and sanitation/hygiene of the

goods in accordance with

8

[ ] the stipulations of this Contract, or

[ ] .................................................. standards

The inspection certificate issued by the said inspection organization shall be

an integral part of the documents to be presented for payment.

Inspection Organization :

In China :

a) ................ Import & Export Commodity Inspection Bureau of the

People＇s Republic of China,

b) ................................................( to be inserted if other organization is

permitted by the Chinese laws and regulations ),

In Korea :

................................................................. of the Republic of Korea.

[ ] 14.1.2 For Inspection by Manufacturer

The Seller shall, before the time of shipment, provide the Buyer with the

inspection reports signed by the manufactures on the quality, specification,

quantity, weight, packing and requirements for safety and sanitation/

hygiene of the goods in accordance with

[ ] the stipulations of this Contract, or

[ ] ........................................... standards.

The said inspection reports shall be an integral part of the documents to be

presented for payment.

14. 2 Inspection upon Arrival

For the purpose of warranty and other claims, the Buyer shall have the right to apply to the inspection organization for the inspection of the goods after the arrival of the goods

[ ] at the port of unloading

[ ] at the final destination

Inspection Organization :

In China :

a) ..................................... Import & Export Commodity Inspection Bureau of the

People＇s Republic of China,

b) ...........................................................................( to be inserted if other organization

is permitted by the Chinese laws and regulations ),

In Korea :

...........................................................................................of the Republic of Korea. The Buyer shall give a notice of inspection to the Seller within sufficient time to enable Seller＇s presence before such inspection is conducted. The Seller may, on its own option and at his own expense, be present at the inspection.

The inspection can be conducted if the Seller is absent despite of timely notification by the Buyer.

The Buyer shall conduct the inspection in accordance with the stipulation of 17. 1 a) or b) of this Contract.

Neither party shall be held responsible for failure or delay to perform all or any part of this Contract due to flood, fire, earth-quake, snowstorm, drought, hailstorm, hurricane, war, government prohibition, or any other events that are unforeseeable at the 9

time of the conclusion of this Contract and could not be controlled, avoided or overcome by the such party. However, the party who＇s performance is affected by the event of Force Majeure shall give a notice to the other party of its occurrence as soon as possible and a certificate or a document of the occurrence of the Force Majeure event issued by the relative authority or a neutral independent third party shall be sent to the other party not later than ( ) days after its occurrence.

If the event of Force Majeure event continues for more than ( ) days , both parties shall negotiate the performance or the termination of this Contract. If within ( ) months after the occurrence of the event of Force Majeure , both parties can not reach an agreement , either party has the right to terminate this contract.

In the case of such a termination either party shall bear its own costs, further claims for compensation in connection with the termination shall be excluded.

16.1 Delay in payment

If the Buyer fails to pay any amount when due, the Buyer shall be liable to pay to the Seller such unpaid amount plus overdue interest. The interest rate shall be calculated as ( ) percent per annum from the due to the actual date of payment. Such overdue interest shall be paid upon demand of the Seller.

16.2 Failure to Timely open the Letter of Credit

In the event the Buyer due to reasons within its responsibility fails to open the Letter of Credit on time as stipulated in this Contract, unless the parties agreed on a grace period, the Buyer shall pay indemnity to the Seller. The indemnity shall be charged at the rate of ( ) % of the amount of the Letter of Credit for every ( ) days of delay in opening the Letter of Credit, however, the indemnity shall not exceed ( )% of the total value of the Letter of Credit which the Buyer should have opened. Any fractional days less than ( ) days shall be deemed to be ( ) days for the calculation of indemnity.

16.3 Failure to Make Timely Delivery

In the event the Seller due to reasons within its responsibility fails to make delivery of all or any part of the goods ( including the documentation agreed upon ) on time as

stipulated in this Contract, unless the parties agreed on a grace period, the Seller shall pay indemnity to the Buyer. The indemnity shall be charged at the rate of

( )% of the amount of the delayed goods for every ( ) days of delay in delivering the goods, however, the indemnity shall not exceed ( )% of the total value of goods involved in the late delivery. Any fractional days less than ( ) days shall be deemed to be ( ) days for the calculation of indemnity.

16.4 Without prejudice to the Parties' right under Clause 18.1, the indemnities provided

for in Clause 16.1 and/or 16.2 and/or 16.3 shall be the sole compensation for the damages caused by such delays.

17.1 Should the quality, specifications, quantity, weight, packing and requirements for

safety or sanitation/hygiene of the goods be found not in conformity with the stipulations of this Contract, the Buyer shall give a notice of claims to the Seller and shall have the right to lodge claims against the Seller based on the Inspection Certificate, issued by the inspection organization provided in Clause 14.2 of this 10

contract within

[ ] a) ( ) days from the date of the arrival of the goods at the final destination,

provided that such date shall not exceed ( )days from the date of the

completion of unloading of the goods at the port of unloading.

[ ] b) promptly, latest within ( ) weeks after malfunctions having been found in case

of malfunction or deficiencies during the warranty period.

In the event of the non-conformity and provided the Seller is responsible, the Seller

shall promptly, within ( ) weeks/months upon receipt of the Buyer's notification, on its own account

[ ] repair or replace such goods or supply the quantity that is deficient. Claims for

compensation of damages or termination of the contract are excluded unless repair or replacement definitely fails.

[ ] repair or replace such goods or supply the quantity that is deficient and

compensate the Buyer for damages, if any, in accordance with Clause 17. 3.or by

mutual agreement

[ ] devalue the goods according to the degree of inferiority, extent of damage and

amount of losses suffered by the Buyer, if any.

If repair , replacement or devaluation definitely fails within the time limit agreed by the parties , and/or if the failure by the Seller amounts to a fundamental breach of contract , the Buyer has the right to terminate this Contract.

17.2 In the event that the Buyer does not make such claim within the time-limit set

forth in Clause 17. 1 a) or b) , the Buyer shall forfeit its right to make a claim with respect to the quantity deficiency or th apparent quality defect e.

17.3 The Seller shall reply to the Buyer＇s claim not later than ( ) days after receipt of

the inspection certificate issued by the inspection organization provided in Clause

14. 2 of this Contract and the claims shall be regarded as having been accepted, if the Seller fails to reply within the above-mentioned time limit.

18.1 Except as provided elsewhere, this Contract may be terminated in either of the

following cases :

(1) Through mutual written agreement by both parties; or

(2) If the other party for reasons solely within its responsibility seriously fails to

perform its obligations within the time limit agreed upon in this Contract, and fails to eliminate or remedy such breach within ( ) days following the receipt of written notice thereof from the non-breaching party. In such case the non-breaching party shall give a written notice to the other party to terminate this Contract.

18.2 Termination does not affect any right of the terminating party including but not

limited to its right to claim compensation for damages.

Unless otherwise stipulated in this Contract, the terms and conditions of this Contract shall be interpreted in accordance with the "International Rules for the Interpretation of Trade Terms"(INCOTERMS 1990) provided by International Chamber of Commerce, International Chamber of Commerce Publication No.460.

11

All disputes, controversies, or difference which may arise between the parties out of or in relation to or in connection with this contract should be settled amicably through friendly negotiation. If the parties fail to reach an agreement through negotiation, then any dispute mentioned above shall be finally settled by arbitration.

The place of arbitration should be, unless otherwise agreed between the parties, the country in which the respondent resides. If the arbitration takes place in China, it shall be held at the China International Economic and Trade Arbitration Commission in Beijing under its Arbitration Rules. If the arbitration takes place in Korea, it shall be held at the Korean Commercial Arbitration Board in Seoul under its Arbitration Rules.

The arbitration award shall be final and binding upon both contracting parties.

Any notice to be given hereunder shall be in writing and shall be hand-delivered , transmitted by facsimile or telex or sent by express airmail , and shall be deemed given when so hand-delivered , or if transmitted by facsimile or telexed , one day after the date of such facsimile or telex so transmitted , or if sent by mail when received , to the parties at the addresses specified at the head of this Contract.

22.1 The Contract is made out in English , documentation in ..............................

(language).

22.2 Date of Effectiveness

This Contract shall become effective

[ ] As of the date it has been duly signed by authorized representatives of both

parties.

[ ] Upon signing and approval by ..........................................

if the approval is required by the law. Approval shall be obtained within (30) days

upon signing by the Buyer and notified to the Seller.

The foregoing terms are agreed by both the Buyer and the Seller signing below.

Buyer : .............................................. Date : .......................................

By : ..............................................................

Seller : ............................................. Date : .......................................

By : ..............................................................

12