contract translate

SALE AND PURCHASE AGREEMENT

A company incorporated in and under the laws of China with Registration office at *********,Herein represented by ****being duly authorized to do so. Referred in this contract as BUYER, this contract made to:

WHEREAS the BUYER is an International Trader of ****and the BUYER is desirous of buying all such ZIRCON SAND from the SELLER. The BUYER confirmed the purchase of the contracted amount from the SELLER in this contract. And WHEREAS the BUYER, is desirous of purchasing all such ****offered by the SELLER.

WHEREAS the SELLER, is a trader of the product subjected in this contract. The SELLER is willing to give all his productions and sales in this contract to the BUYER. And WHEREAS the SELLER is in the process of selling *****, which originates from mine site based in ***, at approximately ****MT or more per month.

----------THE SELLER AND THE BUYER HEREBY AGREE AS FOLLOWS: ---------

1. DEFINITION

Unless specifically stated the following terms in this contract shall refer to and will have the following meaning : Goods shall mean----; DMT shall mean dry metric ton DMT ; WMT ; shall mean wet metric ton ; Ton or "Metric Ton" shall mean a ton of 1.000 kilograms or 2,204.62 pounds avoirdupois wet or dry basis as stated ; Inspectorate shall mean independent inspectorate as SGS( Société Générale de Surveillance S.A, Switzerland) and/or its correspondence, CCIC (China Commodity Inspection Co.,Ltd.) and/or its correspondence, or any independent inspectorate accepted by both parties ; T/T shall mean Telegraphic Transfer ; L/C shall mean Irrevocable Letter of Credit in accordance and subject to Uniform Customs and Practice for Doc.

Credits Revision 1993 Publication N° 500 of ICC, Paris ; $ or dollar or cent shall mean dollars and cents of the United States of America official currency ; CIF shall mean cost , Insurance and freight as per Incoterms ICC 2000.

2. PRODUCT

3. PRICE

1. Unit Price: US$ ****(US Dollars:****Only) Per Dry Metric Ton Cost, Insurance, Fright (C.I.F) Shanghai port, P.R. China. Basis content *****.

2. If content*****Above / below than 60% Max the Basic Price shall be Increased /decreased Fraction scale Pro-rata USD11.50 (US Dollar: Eleven point Fifty Cent) per centigrade. But content ****must above than 55%.

3. If content *** below 55%, cargo shall be rejected and they must not in any case be loaded onto

4. Both Seller and Buyer agree to review the Selling Price on every 2 (two) shipments.

4. INCOTERMS

CIF Shanghai Port, P.R. China. Incoterms ICC 2000

5. QUANTITY

Unless otherwise agreed to by the parties, the quantity (all quantities being in tons)of the ****to be purchased during each monthly period shall be the quantity specified in the Delivery Order issued by BUYER prior to each and any shipment. By giving SELLER notice at least 21 (twenty one) working days before the beginning of each Period, BUYER may increase or decrease the quantity for such period subject to SELLER’S approval. BUYER recognizes that SELLER'S delivery capability may not be uniform.

Trial Shipment shall be at 500DMT in SELLER’S option. Monthly base Quantity shall be at 500DMT~1000DMT per month or more for the period of twelve (12) months performing contract, the exact quantity for each shipment will be agreed 7 working days period to the date of L/C opening by both SELLER and buyer.

6. DELIVERY and PACKAGING

1. The ZIRCON SAND shall be delivered to BUYER at destination sea port assigned by BUYER currently planned to be in Shanghai Port, P.R. China.

2. Goods shall be packaged per 50 Kgs of ZIRCON SAND in polypropylene Bags.

3. Partial shipment and transshipment are allowed

4. First shipment will be shipped not later than 14 (Four teen) days after receipt of operative Letter of Credit at Seller’s bank

5. 500mt~1000 MT monthly quantity (from 2nd to 13th