(3) In Case of CIP Terms: By Air/Air Parcel Post:
The Seller shall deliver the goods to the airport of destination specified in Clause 7 of this Contract. (For the goods despatched by air parcel post, the goods shall be despatched to the post office at the port of destination stipulated in this Contract.) The airfreight, insurance premium in respect of the exportation of goods contracted shall be borne by the Seller.
12. SHIPPING ADVICE:
The Seller shall, immediately upon the completion of the loading of the goods, advise by fax the Buyer of the Contract No., commodity, quantity, invoice value, gross weight, name of flight and date of sailing etc. In case the Buyer fails to arrange insurance in time due to the Seller not having advised in time, all losses shall be borne by the Seller.
13. GUARANTEE OF QUALITY:
The Seller guarantees that the commodity hereof is made of the best materials with first class workmanship, brand new and unused, and complies in all respects with the quality and specification stipulated in this Contract and conforms to the data sheets or technical manuals of the commodities contracted.
The guarantee period shall be 12 months counting from the date on which the commodity arrives at the port of destination, or counting from the date on which the Acceptance Certificate has been signed by the representatives of both parties, if the installation and inspection for acceptance of the commodities contracted are required.
14. CLAIMS:
Within 90 days after the arrival of the goods at destination, should the specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the carriers are liable, the Buyer shall, on the strength of the Inspection Certificate issued by State General Administration of Quality Supervision, Inspection and Quarantine of the People’s Republic of China or its local branch, have the right to claim for replacement with new goods, or for compensation or repair and all the expenses (such as inspection charges, repairing fee, freight for returning the goods and for sending the replacement, or the repaired goods, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Seller.
As regards quality, the Seller shall guarantee that if, within 12 months from the
6
date of arrival of the goods at destination., damages occur in the course of operation by reason of inferior quality, bad workmanship or the use of inferior materials, the Buyer shall immediately notify the Seller in writing and put forward a claim supported by Inspection Certificate issued by State General Administration of Quality Supervision, Inspection and Quarantine of the People’s Republic of China or its local branch. The Certificate so issued shall be accepted as the base of a claim. The Seller, in accordance with the Buyer's claim shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyer shall be at liberty to eliminate the defect(s) himself at the Seller's expenses. If the Seller fails to answer the Buyer within one month after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Seller.
15. FORCE MAJEURE:
The Seller shall not be held responsible for the delay in shipment or non-delivery of the goods due to Force Majeure, such as war, serious fire, flood, typhoon and earthquake, or other events agreed upon between both parties, which might occur during the process of manufacturing or in the course of loading or transit. The Seller shall advise the Buyer immediately of the occurrence mentioned above and within fourteen days thereafter, the Seller shall send by airmail to the Buyer for their acceptance a certificate of the accident issued by the Competent Government Authorities where the accident occurs as evidence thereof.
Under such circumstances the Seller, however, is still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyer shall have the right to cancel the Contract. The Buyer shall not be held responsible for failure or delay to perform all or any part of this Contract due to Force Majeure.
16. LATE DELIVERY AND LIQUIDATED DAMAGE:
Should the Seller fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 15 of this Contract, the Buyer shall agree to postpone the delivery on condition that the Seller agree to pay a liquidated damage which shall be deducted by the paying bank from the payment. The liquidated damage, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of liquidated damage is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Seller fails to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyer shall have the right to terminate the Contract by written notice and the Seller, in spite of the termination, shall still pay the aforesaid liquidated damage to the Buyer without delay.
7
17. ARBITRATION:
All disputes among the Seller, the Buyer and the End-user 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 its Rules of Arbitration 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 the Seller, the Buyer as well as the End-user; 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. In the course of arbitration, all the parties shall continue to execute the present Contract except those under arbitration.
18. TAXES AND DUTIES: Choice A
All taxes in connection with the execution of this Contract levied by the Chinese Government on the Buyer in accordance with the tax laws in effect shall be borne by the Buyer.
All taxes in connection with the execution of this Contract levied by Chinese Government in accordance with the tax laws in effect shall be borne by the Seller. All taxes arising outside of China in connection with the execution of this Contract shall be borne by the Seller. Choice B
All taxes in connection with the execution of this contract levied by the Chinese Government on the Buyer in accordance with the tax laws in effect shall be borne by the Buyer.
All taxes in connection with the execution of this contract levied by the Chinese Government on the Seller in accordance with the tax laws in effect and the \between the Government of the People's Republic of China and the Government of ______________ for the Reciprocal Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and Property\shall be borne by the Seller.
All taxes arising outside of China in connection with the execution of this Contract shall be borne by the Seller.
19. SPECIAL PROVISIONS:
8
20. Unless otherwise stipulated in the Contract, the terms and conditions of the Contract shall be interpreted in accordance with International Rules for the Interpretation of Trade Terms (2000 edition), ICC Uniform Customs and Practice for Documentary Credits 500 and Uniform Rules for Collections (Publication No.522).
21.Attachments to the Contract are integral parts of the Contract and shall have the same legal force as the text of the Contract itself.
IN WITNESS THEREOF, this Contract is made in English and signed by three parties in original copies, each party holds original(s).
THE BUYER: THE SELLER: THE END-USER:
----------------------- ------------------------ -----------------------------
(The End)
9