Sale and Purchase contract (English Translation)

Name of subject matter:  ___________

Quality and inspection specifications: __________

Quantity: _____________

Price of goods:  ________________

Other taxes

The buyer is responsible for providing a blank A Certificate of Naphtha Utilizing to the seller prior to the issue of an invoice, with the certificate being filled in alongside with the issue of the invoice by the seller and given to the buyer in time. Upon receiving the certificate and the invoice the buyer is responsible to have issued a timely tax exempt certificate for the lot of naphtha.

Payment:

6.1

The buyer should pay an advance in whole by T/T into the designated account of the seller prior to the delivery of the subject matter. Since the price reference month has not come, a temporary factory price from the seller will be taken in for the payment. The buyer will clear the remaining payment by the 5th day of the month after the month scheduled for ship loading according to the actual price coming from the reference month.

6.3

In case the buyer violates Item 6.2 to delay the payment, for each day delayed, the buyer should pay a delay fine of % of the payment due.

7.1

___________

7.2

Once the contract comes into effect, the seller will prepare the goods according to the buyer’s requirements and give a timely notice to the buyer so that a transportation means can be arranged by the buyer to arrive at __________ for loading goods.

7.3

The buyer is responsible to provide 2 days’ shipping forecast 5 days prior to the ship loading, with an error of ± 24 hours; and a one day’s shipping forecast 3 days prior to the loading.

7.4

The buyer is responsible for the cargo fee, insurance fee and port miscellaneous fee etc for the goods at the pier where Dalian Port Oil Products wharf Company is.

7.5

Loading will be done according to the quantity specified on the factory measurement sheet by the seller and once the loading is completed, if a dissent arises, the buyer should keep the subject matter in good keeping and lodge a claim in writing to the seller for a double checking. Otherwise, the subject matter delivered by the seller is considered fully in accordance with the contract.

7.6

Risks bearing: taking the outside of flange end of the loading pipe line as a border, the seller takes the risks inside the flange while the buyer the outside.

 

8.2.2

without a consent in writing from the other party, one party transfers part or whole responsibility and liabilities to a third party.

8.3

After the termination, the items in the contract referring to payment, clearance and dispute settlement are still valid.

9.1

If the quality of oil handed by the seller before ship loading is not in accordance with the contract, the seller is responsible to give a timely replacement for qualified oil to the buyer. In case the buyer fails to pay as scheduled, the seller has the right to dispose of the subject matter.

9.2

In case of other breaches happen, the violating party should compensate the other party for the loss it causes. In case both parties are in error, each should take its own responsibility.

9.3

Due to the seller’s action or inaction, including delayed delivery of goods in good quality and quantity to the buyer, direct losses are caused by the seller – excluding accidents related shutdown etc as force majeure – the seller is responsible to compensate the buyer.

9.4

Due to the buyer’s action or inaction, delayed picking-up of goods causes direct losses to the seller and the buyer should compensate the seller.

10.1

Due to force majeure, in case of natural disasters like fires, earthquakes, typhoons, floods etc, or other unforeseeable and inevitable and insurmountable events, which make the contract cease partly or totally, the party or parties that have been affected by the force majeure will not be responsible for the breaches, but should notify the other party within 48 hours upon the occurrence of the force majeure, and provide a valid document of proof to the other party afterwards.

10.2

The party or parties influenced by force majeure should do his/their upmost to minimize the damage to implementing the contract.

12.4

The attachment and the supplementary agreement are part of the contract with equal legal power as the contract itself. In case an attachment differs from the contract, the attachment will be subject to the contract. While a supplementary agreement differs from the contract, the contract is subject to the supplementary agreement.