Sales Contract

PAYMENT:

a.After signing of this agreement, Buyers shall open irrevocable letter(s) of credit issued

by first class international banks and approved by Sellers in writing, unrestricted and available with any bank for negotiation established in favour of Sellers for 100% of the Contract Value plus 2% tolerance available against draft(s) drawn in US dollars at sight for 100% of the invoice value of each shipment (hereinafter referred to as the “L/C”). The L/C in order shall be issued by Buyers and available to Sellers on or before xx th July 2010.

本协议签署后，买方应出具由一流国际银行开具的不可撤销信用证，并由卖方批准，可与任何银行议付，100%等于合同的面值，2%的误差，买方应在2010年7月之前出具给卖方。

b.The following conditions shall apply to the L/C or where necessary be contained in the

L/C:

以下条款将适用于信用证或者必要时要在信用证中做出如下规定：

（i） Third Party documents, except invoice and draft, are acceptable. 第三方的文件，除发票和汇票是可以接受的。

（ii） L/C available with any bank for negotiation.L / C可与任何银行议付。

（iii） Expiry date of L/C must be at least 30 days after latest shipment date.信用证的有效期为装船期后30天。

（iv） C harter Party Bill of Lading and Tanker Bill of Lading are acceptable. 租船合同提单和油轮提单是可以接受的。

（v） Commingle with same specifications allowed. 允许同种规格货物混装

（vi） 2 PCT tolerance on both quantity and credit amount are acceptable. 数量和金额2%的浮动予以接受。

（vii） Documents presented later than 21 days from Bill of Lading date but within the validity of the letter of credit are acceptable. 文件的提交比提单迟

21天，但应在信用证的有效期内是可以接受的。

（viii） It is also acceptable that the name of “Exporter/Consignor” shown in Certificate of Origin differs from that of “Shipper” in Bill of Lading. 还接受显

示在原产地证书上的名称为“出口商/发货人”不同于在提单上的“托运人”。

（ix） T he issuing date of the documents earlier than the issuing date of the L/C and/or later than the bill of lading date is acceptable. 文件的出具早在L / C签

发日期和/或晚于提单日期是可以接受的。

（x） All apparent spelling mistakes in the documents presented for negotiation are acceptable. 所有谈判提交的文件中如有明显的拼写错误是可以接受的。

（xi） A ll banking charges outside Beneficiary’s bank are for Applicant’s account. 受益人以外的银行的所有银行费用由申请人负责。

c.In the event that any of the terms of the L/C issued by Buyers are inconsistent with the

terms of this Contract, Buyers shall at the request of Sellers amend the L/C at Buyer’s own costs and expenses within 2 working days.

如买方出的L / C的任何条款与本合同条款不符，买方应在卖方要求下修改L / C，买方负责在2个工作日内支付费用。

d.Buyers shall open and issue to Sellers the proper L/C in accordance with this contract

within the aforesaid designated period. In the event Buyers fail to meet the aforesaid requirements, all costs and expenses arising out of such delay shall be borne by Buyers absolutely and Sellers shall be entitled to extend or postpone the Shipment Period (by such period as the delay in issue of the L/C) but shall not be required to pay any damages penalty or compensation whatever to Buyers. Sellers shall also have an option to treat and declare this contract as breached by Buyers and terminate this contract, executed with reference to the Breach of Contract clause of this agreement.

买方应出具给卖方的信用证应于合同保持一致。若买家不符合上述要求，所有费用如拖延应由买方支付，卖方有权延长或推迟为装运期，但买方不得要求卖方支付任何赔偿。卖方亦有权宣布因买方违反本合同和终止本合同，参照本协议违约条款执行。

e.Buyers must reply by telex or facsimile within 2 working days when informed by the

confirming Negotiation Bank of that the documents presented by Sellers have been found any discrepancy.

当议付行确认由卖方提交的文件存在任何差异，买方必须在2个工作日内通过电传或传真通知卖方。

2. DOCUMENT:

The following shipping documents will be provided by Sellers:

卖方应提供下列货运单据

Commercial invoice in triplicate under L/C;商业发票一式三份，根据信用证内容。

Full set of clean on board bill of lading made out to order and blank endorsed, marked freight prepaid and notify Buyers; 全套清洁提单上开出空白抬头，空白背书，注明运费预付，并通知买方;

Shipping advice issued by beneficiary; 由受益人出具的装运通知;

Certificate of Origin in 1 original issued by Chamber of Commerce or any government authorities in country origin; 由商务部或国家政府机关发出原产地证书，1份原件; Certificate of Weight in 1 original and 1 copy issued by any independent surveyor; 任何独立测量师签发的重量证书一份原件及1份复件;

Certificate of Quality in 1 original and 1 copy issued by any independent surveyor; 任何独立测量师签发的质量证书一份原件及1份;

Certificate of ship’s tanks, pumps and pipes in 1 original issued by any independent surveyor evidencing that the tanks, pumps and pipes are suitable to receive and carry the oil; 任何独立测量师出具的船舶证书，证明岸罐，水泵及管道能进行适当的接收和承载油类，原件1份;

Sanitary Certificate in 1 original issued by any government authorities in country origin or Certificate of Sanitary in 1 original issued by any independent surveyor. 任何政府机关独立公证机构出具的卫生证书正本1份，

The following shipping documents will be provided by Sellers by mail directly: 由卖方直接邮寄下面的货运单据：

Phytosanitary Certificate in 1 original issued by any government authorities in country origin or Certificate of Phytosanitary in 1 original issued by any independent surveyor; 由任何政府机或任何独立公证机构出具的植物检疫证书原件1份

Health Certificate in 1 original issued by any government authorities in country origin. 原产地在任何政府机构签发的卫生证书正本1份。