（3） 对双方政府间的贸易，甲方有权按其政府的授权进行有关的直接贸易，而不受本协议约束。乙方不得干涉此种直接贸易，也无权向甲方提出任何补偿或佣金要求。 For any business transacted between governments of both Parties, Party A may handle such direct dealings as authorized by Party A's government without binding himself to this Agreement. Party B shall not interfere in such direct dealings nor shall Party B bring forward any demand for compensation therefrom.
（4） 本协议受签约双方所签订的销售确认条款的制约。
This Agreement shall be subject to the terms and conditions in the Sales Confirmation signed by both parties hereto.
本协议于**年*月*日在**签订，正本两份，甲乙双方各执一份。
This Agreement is signed on …… at…… and is in two originals；each Party shall have one copy.
借贷合同英文范本 LOAN CONTRACT Contract Number: BORROWER: Address: LENDER: Address:
In accordance with provisions of Contract Law of the Peoples Republic of China and Bank of China, after reviewing the status and the request of the Borrower, the Lender agrees to grant the Borrower a line of credit on . The Borrower, Lender and Guarantor, through friendly negotiation, have executed this Contract as follows: ARTICLE 1 CURRENCY, AMOUNT AND TERM OF THE LOAN: 1. The Currency under this loan is Reiminbi. 2. The Line of the loan is yuan.
3. The period of this loan is 12 months from the date of effectiveness of this contract.
ARTICLE 2 THE PURPOSE OF THE LOAN:
1. The purpose of this loan is used for working capital turnover.
2. Without written approval of the Lender, the Borrower could not use the loan out of the scope of the purpose.
ARTICLE 3 INTEREST RATE AND CALCULATION OF INTEREST:
1. Interest rate: The interest rate shall be [***] During the loan term, if the countrys related authority adjusted the interest rate or the manner of calculation of interest, the interest of this contract shall be adjusted accordingly after one year from the date of execution of this contract.
The adjustment shall be conducted when the interest rate are executed one year.It is not obliged to inform the Borrower when the adjustment of interest.
2. The interest shall be calculated from the date of first drawdown and the actual days the borrower use. One year shall be calculated as 360 days.
3. The payment of interests: The Borrower shall pay the interests per quarter. The payment date shall be , and If the payment for the last installment is not on the payment date,the interests shall deduct the interest from the bank account of the Borrower.
In the event that the Borrower fails to pay the interests on time and the balance of the account of the Borrower is not enough for the payment of interest, the Lender shall have rights to collect a penalty being [***] of the outstanding amount per day for the Borrowers breach of contract.
ARTICLE 4 OVERDUE INTERESTS AND MISUSING INTERESTS
1. If the Borrower fails to repay the loan and can not reach a agreement with the Lender regarding the extension, the Lender shall collect an overdue penalty for [***] of the overdue amount per day.
2. If the Borrower fails to uses the loan in accordance with the provisions set forth in this contract, the Lender shall have right to charge a interests for the misusing part at a rate of [***] per day. ARTICLE 5 ACCOUNT
The Borrower shall open Reiminbi basic account and/or foreign currency account at the Lender or Lenders branch for the use of draw-down, repayment,payment of interests and fees.
ARTICLE 6 DRAW-DOWN
1. The loan under this contract is revolving, the balance of this contract shall not more than the line of credit.
2. The Borrower shall send a draw-down application as the form herein attached in this contract 7 days before the date of draw-down.
3. The Borrower shall not draw the loan less than 1 million. ARTICLE 7 CONDITIONS FOR DRAW-DOWN
The following conditions shall be satisfied in advance of the draw-down date:
1. The Borrower has opened foreign account and Reiminbi account at the office of the Lender or the branch of the Lender;
2. This contract and the appendices have been effective;
3. The Borrower has provided the recognition of the investment or certificate of the investment to the Lender;
4. The Borrower has provided the board resolution and power of attorney regarding this loan contract;
5. The Borrower has provided the list and the signature sample of the authorized person who empower to sign this contract and documents; 6. The Guaranty under this contract has been effective;
7. The Borrower has been satisfied the warrants under Article 11 of this contract; 8. The other requirement for the draw-down have been satisfied. ARTICLE 8 REPAYMENT PLAN AND PREPAYMENT
1. The Borrower shall repay the loan in accordance with the status of its cash. The Borrower shall inform the Lender the payment amount and date [***] prior to make the payment. The Borrower shall be obliged to repay the principal and related interests on due date without any condition.
2. The payment made by the Borrower and the deduction from the account of the Borrower shall be used for repaying the interest at first and then for repaying the principal. 3. In the event the Borrower fails to repay the loan, the Lender shall have rights to deduct the debt from the bank account of the Borrower at the Lender or empower the branches of the Lender to deduct the debt from the bank account of the Borrower at the Lenders branches;
4. The installment of repayment shall not less than 1 million. ARTICLE 9 DEBT CERTIFICATE
The Lender shall keep record in the Lenders account for the principal,interests and fees and other fees of the Borrower under this contract; The above mentioned record and the documentation for the draw-down, repayment and payment of interest is the certificates of the debts between the Borrower and the Lender. ARTICLE 10 GUARANTY
1. （the \） shall be the guarantor for the loan under this contract and take jointly liabilities.
2. During the term of this contract, if the guarantors financial status become deteriorated or the liabilities for repayment of debts become weak, the Lender shall have right to
request the Borrower changes guarantor or provide mortgage and pawn secured for this loan under this contract.
ARTICLE 11 REPRESENTATIONS AND WARRANTIES I. The Borrowers represents and warrants as follows:
1. The Borrower is a company duly organized and validly existing under the law of the Peoples Republic of China and has the power and authority to own its property to consummate the transactions contemplated in this contract and join the litigation. The Borrower has the power to handle it assets used in operation.
2. The Borrower is at its option to sign and perform this contract.It is the Borrowers true meaning and has the power to sign this contract and it is not breach it article of association or regulations or contracts. The procedure for signature and performance of this contract has been gone through and fully effectiveness.
3. The all documents, materials, reports and certificates provided to the Lender by the borrower for consummation of this contract is true, real, compete and effective
4. The Borrower shall not conceal the following events which is being happened or have been happened which will cause the Lender refuse to extend the loan:
（1） The Borrower or the principal executives of the Borrower involve in material events which breach regulations, laws or compensation to others; （2） Pending actions and arbitration;
（3） The Borrowers debts or proposed debts or liens and other encumbrances; （4） The other matters will impact the financial status or abilities of repayment for the debts;
（5） The Borrower breached contract which is between the Borrower and other creditors.
II. The Borrower hereby warrants as follows:
1. Using the capital of the loan as usage set forth in this contract, the Borrower will not use the loan as Equity investment; The Borrower will not use the capital of the loan invest in security, future, real estate etc. The Borrower will not lend to the others privately or involving other maters which is prohibited by the country. The Borrower will not misusing or appropriation of the loan.
2. Making payment and related expenses in accordance with the provisions set forth in this contract;
3. Providing updated financial statement or financial bulletin every quarter; Providing the audited financial report at the first quart of each year; Providing operation report, fina
ncial report or other files and materials and shall warrant the reality, correct and effectiveness for the files and materials;
4. Any anti-guaranty or other similar documents will not make any impact on the rights and benefits of the Lenders;
5. Accepting the supervision of the Lender, provides assistance and cooperation for the Lenders supervisions;
6. Will not reduce the registration capital; Prior approval from the lender shall be required when the Borrower changes of shareholders and operation manner（including but not limited to joint venture, cooperation, jointly cooperation; dissolution, closedown, liquidation, transformation; merger; change to share company, use the housing, machinery or other real assets or trademark, intellectual property, Knowhow, landing using rights or other intangible assets to invest in share company or investment company, trading of operation right or own right by contracting, joint operation, trusteeship）
7. The Borrower shall inform the Lender and warrants the liability under its security will not more than net assets of the Borrower when the Borrower guarantee for other party or mortgage its assets. The Borrower warrants that will not dispose the assets which will make adverse impact on its ability of paying debts.
8. The Borrower will not pay the other similar loans prior to the Lender;
9. The Borrower warrants to inform the Lender immediately when the following events occurred:
（1） The event of breach of contract under this contract or other loan or guaranty contracts between the Borrower and any branches of Bank of China or other banks, non-bank financial organization;
（2） The Borrower changes shareholders or revise the article of association; （3） The Borrower suffer difficulties and bad result in financial and operation; （4） The Borrower involves in material actions or arbitration;
10. The Borrower shall keep sufficient balance for repayment prior [***] to the due date.
11. The Borrower shall keep its bank transactions regarding income collection, sell foreign currency or buy foreign currency ect. Shall be conducted at the Lender or other branches of the Lender. The turn-over for the capital shall satisfy the demand of the Lender; III. The Borrowers representations and warrants hereunder this contract shall be effective even though any mendment, supplements or revised to be made to this contract. ARTICLE 12 REPRESENTATIONS AND WARRANTS OF THE LENDER I. The Lender represents and warrants as follows: