英文合同【精选5篇】

【导读指引】阿拉题库漂亮网友为您分享整理的“英文合同【精选5篇】”法律文书资料，供您参考学习，希望这篇文档资料对您有所帮助，喜欢就下载分享给朋友吧！

英文合同【第一篇】

ABC 服饰有限公司

ABC Garments & Accessories Co., Ltd

售货合约SALES CONTRACT

合同编号CONTRACT

日期DATE NOV. 02, 20xx

买方BUYER Arrabon Trading ,Unit 9, Central Office Park,

257 Jean Ave, Centurion

Tel: +357 27 664 0587 Fax: +357 27 664 0586

卖方SELLER ABC GARMENTS & ACCESSORIES CO., LTD

HONGXIN ROAD, HANGZHOU, ZHEJIANG,CHINATEL: FAX:

双方同意按下列条款由买方购进卖方售出下列商品：

The Buyers agree to buy and the Sellers agree to sell the following goods on terms and conditions as set forth below :

(1) 货物名称及规格，包装及装运墨头| (2) 数量 |(3) 单价| (4) 总价

Name of Commodity, Specifications, QuantityUnit Price Total Amount

boy’s denim long pant boy’s twill long pant1000PCS : SPECIFICATION AS BELOW:

Fabric: 100% cotton, 8 oz denim/40s40s 133/72 twill

Size: 9 – 36 month,Long pant with front mock(fake) fly,

waistband stud opening,back elastic with belt loops.

PACKING:

One polybag per pc, 10 pcs a carton-box, solid color/

per carton-box, 5 moisture-proofing agentper carton-box,

an inner-cover-cardboard per carton-box

MARK:

MAIN MARK :SIDE MARK:

ARRABONARRBON

DESRRIPTION::

COLOR: :

QTTY :20xxPCSNO.: 1 TO UP/TOTAL CTN NOS.

(装运数量允许有5%的增减 Shipping QuantityFive Percent More or Less Allowed)

(5) 装运期限Time of Shipment50DAYS AFTER THE SELLER RECEIVE THE L/C.

(6) 装运口岸Port of loading SHANGHAI

(7) 目的口岸Port of Destination LIMASSOL, CYPRUS

(8) 保险投保InsuranceALL RISK AND WAR RISK COVERED BY BUYER

(9) 付款条件Terms of Payment IRREVOCABLE L/C AT SIGHT

该信用证必须在 45天 前开到卖方， 信用证的有效期应为装船期后15天， 在上述装运口岸到期，

否则卖方有权取消本售货合约并保留因此而发生的一切损失的索赔权 .

The covering Letter of Credit must reach the Sellers 45 Days Prior to the Shipment Date and is to

remain valid in above indicated Loading Ports 15 days after the date of shipment, failing which the Sellers reserve the right to cancel this Sales Contract and to claim from the Buyers compensation for losses resulting therefrom.

其他条 款 OTHER TERMS :

（1） 异议 : 品质异议须于货到目的口岸之日起30天内提出，数量异议须于货到目的口岸之日起15天内提出。 但均须提供经卖方同意的公证行的检验证明。 如责任属于卖方者卖方

于收到异议20天内答复买方并提出处理意见。

QUALITY/QUANTITY DISCREPANCY: In case of quality discrepancy, claim should be filed

by the Buyers within 30 days after the arrival of the goods at port of destination, while for quantity discrepancy claim should be filed by the Buyers within 15 days after the arrival of the goods at

port of destination. In all cases, claims must be accompanied by Survey Reports of Recognized

Public Surveyors agreed to by the Sellers. Should the responsibility of the subject under claim

be found to rest on part of the Sellers, the Sellers shall, within 20 days after receipt of the claim,

send his reply to the Buyers together with suggestion for settlement.

（2） 信用证内应明确规定卖方有权可多装或少装所注名的百分数，并按实际装运数量议付。 （信用证之金额应较本售货合约的金额增加相应的百分数）

The Sellers reserve the option of shipping the indicated percentage more or less than the quantity hereby contracted, and the covering Letter of Credit shall be negotiated for the amount coveringthe value of quantity actually shipped. (The Buyers are requested to establish the L/C in accordwith the indicated percentage over the total value of order as per this Sales Contract.)

（3） 信用证内容须严格符合本售货合约的规定，否则修改信用证的费用由买方负担，卖方亦 不负因修改信用证而延误装运的责任。并保留因此而发生的一切损失的索赔权。

The contents of the covering Letter of Credit shall be in strict accordance with stipulations of the Sales Contract; in case of any variation thereof necessitating amendment of the L/C, the Buyersshall bear the expenses for effecting the amendment. The sellers shall not be held responsible for possible delay of shipment resulting from awaiting the amendment of the L/C, and reserve the right to claim from the Buyers compensation for the losses resulting therefrom.

（4） 除经约定保险归买方投保者外，由卖方向中国的保险公司投保。如买方须增加保险额或 须加保其他险，可于装船前提出，经买方同意后代为投保，其费用由买方负担。

Except in case where the insurance is covered by the Buyers as arranged, insurance is to becovered by the Sellers with a Chinese insurance company. If insurance for additional amountand/or for other insurance terms is required by the Buyers, prior notice to this effect mush reach the Sellers before shipment and is subject to the Sellers’ agreement, and the extra insurance premium shall be for the Buyers’ account.

（5） 买方须将申请许可证副本（经有关银行副署）寄给卖方俟许可证批出后再即用传真通知 卖方，假如许可证被驳退，买方须征得卖方的`同意方可重行申请许可证。

The Buyers are requested to send to the Sellers authentic copy of the License-application

(endorsed by the relative bank) filed by the Buyers and to advise the Sellers by fax immediately

when the said License is obtained. Should the Buyers intend to file reapplication for License

in cases of rejection of the original application, the Buyers shall contact the Sellers and obtain the

latter’s consent before filing reapplication.

（6） 商品检验：产地证明书或中国有关机构所签发的品质数量/重量检验证，作为品质数量/ 重量的交货依据。

INSPECTION : The Certificate of Origin and/or the Inspection Certification of

Quality/Quantity/Weight issued by the relative institute shall be taken as the basis for the shipping Quality/Quantity/Weight

（7） 因人力不可抗拒事故，使卖方不能在本售货合约规定期限内交货或不能交货，卖方不负 责任，但是卖方必须立即以传真通知买方，如果买方提出要求，卖方应以挂号函向买方提供由中国国际贸易促进委员会或有关机构出具的证明，证明事故的存在。买方不能领

到进口证不能被认为系属人力不可抗拒范围。

The Sellers shall not be held responsible if they owing to Force Majeure cause or causes fail to

make delivery within the time stipulated in this Sales contract or cannot delivery the goods.

However the Sellers shall inform immediately the Buyers by fax. The Sellers shall delivery to

the Buyers by registered letter, if it is requested by the Buyers, a certificate issued by the China

council for the Promotion of International Trade or by any competent authority, certifying to the

existence of the said cause or causes. Buyers’ failure to obtain the relative Import license is notto be treated as Force Majeure.

（8） 仲裁 ： 凡因执行本合约或有关本合约所发生的一切争执，双方应以友好方式协商解决，如果协商不能解决，应提交北京中国国际贸易促进委员会对外贸易仲裁委员会根据中国 国际贸易促进委员会对外贸易仲裁委员会的仲裁程序暂行规则进行仲裁，仲裁裁决是终 局的，对双方都有约束力。

ARBITRATION : All disputes arising in connection with the Sales Contract of the execution thereof shall be settled amicably by negotiation. In case no settlement can be reached, the case under dispute shall then be submitted for arbitration to the Foreign Trade Arbitration commission of the China Council for the Promotion of International Trade in accordance with the ProvisionalRules of Procedure of the Foreign Trade Arbitration commission of the China council for thePromotion of International Trade. The decision of the Commission shall be accepted as final andbinding upon both parties.

买 方卖方 THE BUYERSTHE SELLERS

.

英文合同【第二篇】

1．甲方的责任

1．1甲方将对乙方拥有的叉车提供每季度的定期上门保养服务。每台车每年（或每_________小时）保养4次。

1．2完成每次保养服务之后，_________将向乙方提供一份叉车状况报告，其中包括建议采取的措施。

1．3甲方将向乙方提供每年一次免费的日常检查培训。

1．4_________叉车平均使用寿命为_________年（_________小时），视各行业的设备使用年限标准而不同。

1．5_________叉车的质保期为_________小时或一年，保修期内，提供四次免费保养。2．乙方的'责任

2．1甲方将提供保养用润滑脂及润滑油，保养所需易损件需另行购买。

2．2乙方应填写简短报告，并将其传真给_________办事处，以便_________安排保养及维修工作。

2．3乙方将在收到发票后一个月内付给甲方保养及其它服务或维修费用。

2．4乙方须在双方约定的时间将叉车提供给甲方维修人员做保养。否则须向甲方维修人员付等候费每小时_________元。

3．服务费

3．1每台叉车每年四（4）次定期保养服务，收费为人民币_________元（即rmb_________／次／每台车）。交通费免收。

3．2其它不在保修期限内的维修或故障修理的费用为每小时_________元，另收配件费。

3．3结算方式：每完成一次结算一次。

4．协议期限

此协议期限为12个月，从自货物到达到货买方工厂并调试合格之日起十二个月或_________工时后（产品使用期之较短者为产品的保修期）算起。

5．更新或终止

5．1协议期满后，双方将回顾协议的条款条件及执行情况，以决定是否更新或终止。

5．2在协议执行期间，如双方不能达成一致以解决冲突或争执，任何一方都可提前三十天书面通知另一方以终止协议。

甲方（签字）：_________ 乙方（签字）：_________

_________年____月____日 _________年____月____日

附件：

typical maintenance agreement

a responsibilities

（1）party a will provide year/ 3 month periodical maintenance service to the forklift trucks owned by party bin party b ’s periodical maintenance service will be carried out for four （4） times per year（or per _________ hours）for each unit.

（2）a condition report with recommend action to be taken will be come out to party bafter completing each periodical maintenance service.

（3）daily check training will be conducted to party b ’s forklift operators once a year for free of charge.

（4）the average life of _________ truck is _________years （_________ hours）， which may vary in different field of industry according to its own use.

bresponsibilities

（1）grease and all kinds of lubrication oil will be provided by party a . parts will be purchased by the party b .

（2）party bcomplete a short report ， and fax it to _________ office who will used these information to schedule the maintenance and other repair.

（3）party bwill pay _________ invoices for the maintenance service and other additional service or repair within one

month after receipt of the invoices.

（4）make sure the truck will be available for _________ mechanic to carry on the maintenance job at the agreed time by both will pay for the cost of one waiting mechanic for rmb_________ per an hour.

fee

（1）_________ hour / 3 month periodical maintenance service to the forklift truck will be charged for rmb_________ for four （4） times a year to one truck（rmb_________/time/unit）. free trafffic fee.

（2）any other service and breakdown repair that is not covered by warranty will be charged on hours spent against rate of rmb_________ per hour， plus parts replaced.

（3）settlement term： settle after maintenance every time.

of the agreement

this agreement shall have a term of _________months， commencing on 12 months or _________operation hours whichever comes first.

and termination

（1）by the end of the term， both parties will review this agreement with its terms and conditions， and service performance to renew or terminate it.

（2）during the course of the performance of the agreement， if the parties cannot reach an agreement to resolve a conflict or dispute， either party may terminate the agreement by giving the other party a written notice 30 days in advance.

party a（signature）：_________ party b（signature）： _________

date：_________________________ date：_________________________

英文合同【第三篇】

合 同 CONTRACT

日期：

合同号码： Date: Contract No.:

买 方： (The Buyers)

卖方： (The Sellers)

兹经买卖双方同意按照以下条款由买方购进，卖方售出以下商品： This contract is made by and between the Buyers and the Sellers; whereby the Buyers agree to buy and the Sellers agree to sell the under-mentioned goods subject to the terms and conditions as stipulated hereinafter:

（1） 商品名称: Name of Commodity：

（2） 数 量： Quantity:

（3） 单 价： Unit price:

（4） 总 值： Total Value:

（5） 包 装： Packing:

（6） 生产国别： Country of Origin :

（7） 支付条款： Terms of Payment:

（8） 保 险： Insurance:

（9） 装运期限： Time of Shipment:

（10） 起 运 港： Port of Lading:

（11） 目 的 港： Port of Destination:

（12）索赔：在货到目的口岸45天内如发现货物品质，规格和数量与合同不符，除属保险公司或船方责任外，买方有权凭中国商检出具的检验证书或有关文件向卖方索赔换货或赔款。 Claims: Within 45 days after the arrival of the goods at the destination, should the quality, Specifications or quantity be found not in conformity with the stipulations of the contract except those claims for which the insurance company or the owners of the vessel are liable. The Buyers shall, have the right on the strength of the inspection certificate issued by the and the relative documents to claim for compensation to the Sellers.

（13）不可抗力：由于人力不可抗力的原由，发生在制造、装载或运输的过程中导致卖方延期交货或不能交货者，卖方可免除责任。在不可抗力发生后，卖方须立即电告买方及在14天内以空邮方式向买方提供事故发生的证明文件，在上述情况下，卖方仍须负责采取措施尽快发货。 Force Majeure: The sellers shall not be held responsible for the delay in shipment or non-deli-very of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The sellers shall advise the Buyers immediately of the occurrence mentioned above the within fourteen days there after. The Sellers shall send by airmail to the Buyers for their acceptance certificate of the accident. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods.

(14）仲裁：凡有关执行合同所发生的一切争议应通过友好协商解决，如协商不能解决，则将分歧提交中国国际贸易促进委员会按有关仲裁程序进行仲裁，仲裁将是终局的，双方均受其约束，仲裁费用由败诉方承担。 Arbitration: All disputes in connection with the execution of this Contract shall be settled friendly through negotiation. In case no settlement can be reached, the case then may be submitted for arbitration to the Arbitration Commission of the China Council for the Promotion of International Trade in accordance with the Provisional Rules of Procedure promulgated by the said Arbitration Commission. The Arbitration committee shall be final and binding upon both parties. And the Arbitration fee shall be borne by the losing parties.

买方： 卖方:

（授权签字） （授权签字）

英文合同【第四篇】

Seller (hereinafter referred to as Party A):____

Buyer (hereinafter referred to as Party B):____

1、 For matters related to the purchase and sale of the house, after mutual consultation, the following contract is signed: Party A voluntarily sells the following houses to Party B for ownership:

1. Housing condition: Housing location:_____ Building area:______ Square meter_______ Usage: Residential.

2. Property ownership certificate number:_____

3. Land use certificate number:_______

2、 The agreed transaction price between Party A and Party B is RMB____ Yuan, (in words) Party B shall pay a deposit in advance after both parties sign this contract____ Yuan, the remaining price will be paid in full when Party A delivers the house to Party B,

3、 The first party shall deliver the above-mentioned house to the second party at the end of the month month. The land use rights within the occupied area of the house shall be transferred simultaneously.

4、 Previously, if there were any disputes regarding the sold property, Party A would bear full responsibility.

5、 This contract shall come into effect after being signed and signed by both parties, and shall be binding on both parties and shall be strictly performed. If there is a breach of contract, the defaulting party is willing to bear the liability for breach of contract, compensate for losses, and pay breach of contract fees.

6、 All taxes and fees arising from this contract, as well as the expenses for handling relevant procedures, shall be borne by Party B. Any matters not covered shall be handled by both parties in accordance with relevant national regulations. In case of disputes, both parties shall negotiate and resolve them; If negotiation fails, both parties have the right to file a lawsuit with a court of competent jurisdiction.

7、 This contract is made in four copies, with one copy for each party, the tax department, and the housing management department.

Party A:___ (Signature or Seal) Party B:___ (Signature or seal)

Witness:____ (Signature or seal) Date of signing:____ Year__ Month__ day

英文合同【第五篇】

Contract No.: ________________________.

Date of Signature: ____________________.

Place of Signature: ____________________.

This Contract is made and entered into through friendly negotiation by and between China ____________________ (hereinafter referred to as “Client”), as one party, and____________________ (hereinafter referred to as “Consultant”), as the other party, concerning the technical consultancy service of__________, under the following terms and conditions:

Article 1 Contents of Technical Consultancy Service

Whereas Client desires to obtain the technical consultancy service from Consultant and Consultant has agreed to perform such services.

The Scope of Technical Services is defined in Appendix 1.

The Time Schedule for the Services is shown in Appendix 2.

The Manning Schedule is described in Appendix 3.

Consultant shall complete the Services within __________months from the Effective Date of this Contract and furnish the final technical service report, including drawings, designing documents, all kinds of standards and photos, within ____ months. Consultant shall keep aware, free of charge, Client of the latest development of similar projects and any progress made in order to improve the designing of the project.

Article 2 Both Parties' Responsibility and Liability

Client shall furnish to Consultant the pertinent data, technical service reports, maps and information available to him and shall give Consultant the reasonable assistance necessary for carrying out of his duties. Particularly Client shall nominate a general representative who shall be available at reasonable time.

Client shall assist Consultant with the responsible authorities for obtaining visas, work permits, and other documents required by Consultant to enter the country and to have access to the Site of the Project. The above expenses shall be borne by Consultant.

Consultant shall furnish a sufficient number of competent personnel to perform its obligation hereunder, in addition to those personnel specifically listed in Appendix 3. All personnel employed by Consultant in carrying out the work shall be exclusively Consultant's responsibility, and Consultant shall hold Client harmless from any claims of any kind by Consultant's personnel arising out of any acts by Consultant or its personnel in connection with the work performed hereunder.

Consultant shall provide Client with all the technical service reports and relevant documentation within the Scope of Technical Services and within the Time Schedule for the Services.

Consultant shall assist Client‘s personnel in his country in obtaining visas and in arranging lodgings. Hotel and boarding expenses shall be borne by Client. Consultant shall supply Client’s personnel with office space and necessary facilities as well as transportation.

Consultant shall be responsible for and shall indemnify Client and his employee in respect of injury to person or damage to property occurring in connection with the services, to the extent that such damage or injury directly results from negligence of Consultant's personnel while engaged in activities under this Contract. Consultant shall be liable only to the work under this Contract.

Any and all liability of Consultant with respect to this Contract shall be limited to the Total Contract Price received by Consultant for his profession services and shall terminate upon expiration of the warranty period set forth in Article

Article 3 Price and Payment

The total contract price is__________(say __________________only) in ________(currency). The breakdown prices of the above mentioned total contract price are as follows:

Contract Price for Item 1: ______(say ____________only) in________ (currency);

Contract Price for Item 2: ______(say ____________only) in________ (currency);

Contract Price for Item 3: ______(say ____________only) in________ (currency);

Contract Price for Item 4: ______(say ____________only) in________ (currency).

The total contract price shall include all the service and technology provided by Consultant. The total contract price shall be firm and fixed and shall not fluctuate with any inflation. The total contract price shall include all charges and expenses incurred by Consultant in performing his obligations both in his own country and in the People's Republic of China and includes the expenses incurred in sending the Technical Documentation to Client's office by all kinds of forms.

In the event of Force Majeure as defined in the Contract, the total contract price shall be readjusted through friendly negotiations between the parties. If Client requires services not contemplated in the Scope of Services, the parties shall friendly discuss an amendment to the total contract price. Any such amendment shall be in writing countersigned by both parties. This document shall then form integral part of the Contract.

All payments to be made by Client to Consultant under the present Contract shall be made by telegraphic transfer. In case of any payment by Client, the payment shall be effected through __________ in China to _________ for the account of Consultant.

In consideration for the services provided by Consultant hereunder, Client shall effect the payment to Consultant in accordance with the following manner and percentage:

_______ percent (________ %) of the total contract price, _____________ (Say: ________ only), shall be paid by Client to Consultant within ________ (____) days after the client has received the following documents provided by Consultant and found them in order.

A. One (1) original and two (2) duplicate copies of Consultant's government approval, or a written statement of the competent authorities or relevant agency of Consultant's country certifying that such document is not required;

B. One (1) original and one (1) duplicate copy of Irrevocable Letter of Guarantee for advance payment issued by Consultant's Bank in favor of Client covering_______(Say:________ only), specimen of which is as per Appendix 4;

C. Five (5) copies of profoma invoice covering the total contract price;

D. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;

E. Two (2) copies of sight draft.

The said shall be delivered by Consultant not later than ____days after the effective date of the ________present Contract.

________percent (____%) of the Contract price for Item 1, _________ (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Client has received the following documents provided by Consultant and found them in order.

A. Ten (10) copies of technical service report on Item 1;

B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;

C. Two (2) copies of sight draft.

________ percent (____%) of the Contract price for Item 2, ___________ (Say: ____________ only) shall be paid by Client to Consultant within ________ (___) days after Client has received the following documents provided by Consultant and found them in order.

A. Ten (10) copies of technical service report on Item 2;

B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;

C. Two (2) copies of sight draft.

________percent (____%) of the Contract price for Item 3, _________ (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Client has received the following documents provided by Consultant and found them in order.

A. Ten (10) copies of technical service report on Item 3;

B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;

C. Two (2) copies of sight draft.

________percent (____%) of the Contract price for Item 4, _________ (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Client has received the following documents provided by Consultant and found them in order.

A. Ten (10) copies of technical service report on Item 4;

B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;

C. Two (2) copies of sight draft.

________percent (____%) of the Total Contract price, _________ (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Client has received the following documents provided by Consultant and found them in order.

A. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;

B. Two (2) copies of sight draft.

In case Consultant is liable for paying to Client the penalty under the Contract, Client shall have the right to deduct it from any said payment.

The banking charges of both parties incurred in China for the execution of the Contract shall be borne by Client and those incurred outside China shall be borne by Consultant.

Article 4 Delivery Schedule

The deadline for the arrival of the Technical service reports CIF _____ is:

A. Technical service report on Item 1: _________months after effectiveness of the Contract;

B. Technical service report on Item 2: _________months after effectiveness of the Contract;

C. Technical service report on Item 3: _________months after effectiveness of the Contract; and

D. Technical service report on Item 4: ________months after effectiveness of the Contract.

Consultant shall inform Client by fax when the Technical service reports are airmailed to Client indicating the date and number of airway bill. Client shall inform Consultant when the Technical service reports have been received.

Should any document be missing or damaged during the transport, Consultant shall be notified accordingly and within two (2) weeks the missing or damaged document shall be replaced by Consultant free of charge.

Article 5 Confidentiality

All data assembled, developed, compiled, reproduced, studied, and prepared in connection with the work done hereunder and furnished to Consultant by Client shall be considered confidential and shall not be divulged to any person, firm or corporation other than Client or its designated representatives. This Clause shall remain binding on Consultant notwithstanding the termination of the Contract for any reason.

Within the validity period of Contract, both parties shall take proper measures to keep the materials or information strictly confidential. The other party shall not disclose or divulge to any third party without prior written consent of one party.

Either party shall be obliged to keep confidential any secret information of the other party, which either party and its personnel may obtain or be accessible to in the course of the performance of Contract. Either party shall not make use of or disclose such secret information obtained from the other party without prior written permission issued by the other party.

Article 6 Taxes and Duties

All taxes and duties in connection with and in the execution of Contract levied by the Chinese government on Client in accordance with the tax laws of PRC shall be borne by Client.

All taxes and duties levied by the Chinese government on Consultant, in connection with and in the execution of Contract, according to Chinese tax laws and the agreement between the government of PRC and the government of Consultant's country for the reciprocal avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income shall be borne by Consultant.

Client is legally obliged to withhold, as a withholding agent, the amount of taxes pro rata each taxable payment under Contract and pay them to the relevant Chinese tax authorities. After receiving the tax receipts issued by the relevant Chinese tax authorities for the aforesaid withholding taxes, Client shall forward them to Consultant without undue delay.

All taxes and duties arising outside PRC in connection with and in the execution of Contract shall be borne by Consultant.

Article 7 Warranty

Consultant warrants that he has the experience and capability to efficiently and expeditiously perform the services in a satisfactory manner and that the services performed by him under this Contract shall be performed by competent personnel in accordance with accepted standards.

In the event of a failure of Consultant to provide Client with satisfactory services within the scope of work described in Appendix 1 at any time for any reason within the control of the Consultant, Client may notify Consultant of such dissatisfaction. Consultant shall be afforded a period of _____ days to correct or remedy the matter. Should Consultant within the time afforded by Client fail to correct or remedy the matter to the satisfaction of Client, all charges shall cease forthwith until such time as Consultant is able to provide satisfactory services in accordance with the Scope of work described in Appendix 1.

The Consultant‘s guarantee liability shall expire _____ months after its consultancy service is finally inspected and accepted by Client, or after final payment is made.

Article 8 Ownership of Technical Service Reports

Final version of the technical service report submitted to Client and all relevant data such as maps, plans and supporting material compiled in performing the Scope of Services, shall be the property of Client. Such materials shall be sorted and indexed by Consultant prior to transmission to Client.

Consultant shall be permitted to retain copies thereof, provided however that such materials, including the material furnished by Client as stated in Article 5 of this Contract, shall not be used by Consultant for purposes not related with this Project without the prior written approval of Client.

Article 9 Assignment

Neither Client nor Consultant shall assign or sublet their rights or obligations hereunder without the prior written consent of the other party.

Article 10 Termination

If, due to the responsibility of Consultant, the technical service reports have not been delivered at dates according to the delivery schedules as stipulated in Article 4 of the Contract, Consultant shall be obliged to pay to Client penalty for such delay in delivery at the following rates:

A. ______ percent (____%) of the total contract price per week for the first four weeks;

B. _____ percent (____%) of the total contract price per week from the fifth week to the eighth week;

C. ______ percent (____%) of the total contract price per week from the ninth week of delay.

Odd days less than one (1) week shall be counted as one (1) week for calculating the liquidated damage.

The total liquidated damage for late delivery shall not exceed ______ percent (____%) of the total contract price. Payment of the liquidated damage for late delivery shall not release consultant from its obligation to deliver technical service reports.

Client may, without prejudice to any other remedy for Consultant's following breach of Contract, terminate Contract in whole or in part by a written notice of default send to Consultant, if Consultant

A. Fails to deliver any or all of technical service reports within______(____) days after the scheduled delivery date as specified in Article 4; or

B. Fails to make the technical service reports meet the minimum level of Acceptance Standards as specified in Appendix 1.

Consultant shall refund to Client all the payments effected by Client to Consultant plus an interest at the rate of______ percent (____%) per annum in case of such a termination.

Either party may, without prejudice to any other remedy, terminate Contract in whole or in part by a written notice send to the other party, if the other party.

A. Fails to perform its confidentiality obligation under Contract; or

B. Fails to perform any other obligations under Contract except minor parts thereof, and does not remedy for its failure within a period of______ (____) days upon receipt of the written notice or a period agreed upon between the parties;

C. Becomes bankrupt or insolvent; or

D. Affected by any event of Force Majeure for more than ______ days.

Article 11 Force Majeure

Should either party be prevented from performing any of its obligations under Contract due to event of Force Majeure, such as war, serious fire, typhoon, earthquake, flood and any other events which could not be expected, avoided and overcome, the affected party shall notify the other party of its occurrence by fax and send by registered airmail a certificate issued by the competent authorities or agency within fourteen (14) days following its occurrence.

The affected party shall not be liable for any delay or failure in performing any or all of its obligations due to the event of Force Majeure. However, the affected party shall inform the other party by fax the termination or elimination of the event of Force Majeure without delay.

Both parties shall proceed with their obligations immediately after the cease of the event of Force Majeure or removal of the effects. The validity period of Contract and/or the scheduled period for relative execution of Contract shall be extended correspondingly.

Article 12 Arbitration

Any dispute arising from or in connection with this Contract shall be submitted to China International Economic and Trade Arbitration Commission,Shenzhen Sub-commission for arbitration in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties and the applicable law is the material law of

Notwithstanding any reference to arbitration, both Parties shall continue to perform their respective obligations under the Contract unless otherwise agreed.

Article 13 Language and Standards

Correspondence except this Contract between Client and Consultant, data and documents made available by Client to Consultant and the technical service reports and drawings prepared by Consultant shall be in the English language.

Measures shall be written in the metric system.

Article 14 Governing Law

The construction, validity, and performance of this Contract shall be governed by the laws of the People's Republic of China.

Article 15 Effectiveness of the Contract and Miscellaneous

Both parties shall make effort to obtain the approval from the respective authorities, if necessary, within thirty (30) days after Contract is signed by the authorized representatives of the two parties. Either Party shall notify in writing the other party of the approval date. The later date of approval shall be taken as the Date of Effectiveness of Contract.

Contract shall be valid and remain in force for_______(____) years from the Date of Effectiveness.

The outstanding credit and debt between the parties under Contract shall not be affected upon the termination or expiration of Contract.

Appendices hereof shall be integral parts of Contract and have the same legal force as the text of Contract itself. The text of Contract shall prevail in case of any discrepancies between the text of Contract and Appendices.

All amendments, supplements, subtractions, or alterations to Contract shall be made in written form and become valid upon the signature of the authorized representatives of both parties. The valid amendments, supplements, subtractions, or alterations shall from an integral part of Contract and shall have the same legal force as the text of Contract.

All communications between the parties shall be in English in written form during implementation of Contract. Faxes concerning important matters shall be confirmed timely by registered or express mails.

The Contract is made in two counterparts each in Chinese and English, each of which shall deemed equally authentic. The Contract is in four (4) originals, two (2) for the Buyer and two (2) for the Seller.

Client: ________________________________________________.

Address: ______________________________________________.

Post Code: ____________________________________________.

Telephone: ________________. Fax: _________________.

E-mail: _______________________________________________.

Authorized Representative signature: ____________________.

Signing Date: __________________________________________.

Consultant: ____________________________________________.

Address: ______________________________________________.

Post Code :____________________________________________.

Telephone: ________________. Fax: _________________.

E-mail: _______________________________________________.

Authorized Representative signature: ___________________.

Signing Date: __________________________________________.