COMMERCIAL CONTRACTNo. : 14RQB/16-7

COMMERCIAL CONTRACT

No. : 14RQB/16-702C VN-3
Date: OCT 17, 2014

THE SELLER : FORTUNE BEST CORP., LTD
ADDRESS : 11/F., AXA CENTRE, 151 GLOUCESTER ROAD, WANCHAI, HONG KONG

THE BUYER : NGOC THANG TRADING AND BUILDING MATERIAL BUSINESS
PRODUCTION CO., LTD
ADDRESS : 10-528/9 NGO GIA TU STREET, DUC GIANG, LONG BIEN, HA NOI, VIETNAM

The Seller agrees to sell and the Buyer agrees to buy under-mentioned goods on the terms and conditions stated below:

1. Commodity & Specification:

PRIME HOT ROLLED STEEL SHEET (MILL EDGES)
INVOICING ON ACTUAL NET WEIGHT

GRADE T(MM) W(MM) L(MM) QUANTITY (MT) UNIT PRICE (USD/MT) AMOUNT
(USD)
SS400B JIS G3101 2.8 1500 6000 55 506 27,830.00
3.8 1500 6000 110 491 54,010.00
4.8 1500 6000 165 491 81,015.00
5.8 1500 6000 110 491 54,010.00
7.8 1500 6000 110 491 54,010.00
TOTAL 550 270,875.00

2. Total Quantity (MT): 550MT
Shipment: ±10% quantity in total and ±10% quantity in each size.

3. Total amount: USD270,875.00
±10% amount in total and ±10% amount in each size.

4. Price Term:
CFR FO HAIPHONG PORT, VIETNAM.

5. Country of Origin and Manufacturer:
China
BAOTOU IRON & STEEL (GROUP) CO., LTD.

6. Packing: Standard export packing

7. Shipping Marks: At Seller’s option

8. Insurance: To be covered by the Buyer

9. Port of Delivery: Any port in China

10. Port of Destination: HAIPHONG PORT, VIETNAM.

12. Latest date of shipment: DEC 31, 2014

13. Payment ( L/C) and Documents:
(1) Letter of credit (L/C)
The Buyer shall open an irrevocable L/C in favour of the beneficiary on or before OCT 27，2014, payable at 180 days after sight for 100% of invoice value.

Beneficiary: FORTUNE BEST CORP., LTD
11/F., AXA CENTRE, 151 GLOUCESTER ROAD, WANCHAI, HONG KONG

Advising bank : BANK NAME: BNP PARIBAS HONG KONG BRANCH
(SWIFT: BNPAHKHHGCG)

In case the letter of credit cannot be opened by the Buyer within the time stipulated in the contract, or the Letter of credit opened by the Buyer does not correspond to the Contract terms and the Buyer fails to amend thereafter its items within 03 working days after receipt of notification from the Seller, the Seller shall have the right to cancel the contract or to delay the delivery of goods.

(2) Documents required under L/C:

a) Signed Commercial Invoice based on actual net weight issued by the beneficiary in 03 originals, showing number of pieces, number of bundles, net and gross weight per each size and in total.
b) Detailed Packing List issued by the beneficiary in 03 originals, showing number of pieces, number of bundles, net and gross weight per each size and in total.
c) Full (3/3) set of original clean shipped on board Ocean Bills of Lading made out to the order of issuing bank, marked “Freight Prepaid”, showing number of bundles, net and gross weight per each size and in total and notify the applicant with full address.
d) Beneficiary’s Certificate certifying that one set of non-negotiable shipping documents (including 01 copy of Commercial Invoice, 01 copy of Packing List, 01 copy of Bill of Lading, Certificate of Origin issued by CIQ in 01 original and 01 copy and 01 full set of original Mill’s Test Certificate issued by the Mill) have been sent directly to the applicant within 10 working days from B/L date by any express courier.
e) Beneficiary’s fax advising the applicant of shipment details within 05 working days after B/L date: name of carrier or vessel’s owner, details of vessel (name, age and nationality), port of loading and discharging, name of goods, quantity and gross/ net weight of goods shipped, B/L number and date, ETD, ETA, details of agent at destination and L/C number.

Other terms in L/C should include:

a) Charter Party Bill(s) of Lading and Third Party Documents except invoice and draft are acceptable.

b) B/L containing remarks as superficial / atmospheric / Surface rust, Edge Rust, Rust Stained, stored in open area prior to loading, unprotected are acceptable .

c) Spelling or typing errors not affecting the LC currency, amount and description of goods are acceptable.

d) Tolerance +/-10 pct in total quantity and total amount, +/-10pct in quantity and amount per each size are acceptable.

e) The L/C subject to UCP600

f) L/C available with any bank in China.

g) Documents to be presented within 28 days after Bill of lading date.

h) Color mark will be painted on the cargo, color will be decided by the seller and will be shown on the B/L and packing list
14. Terms of Delivery and Shipment:

(1) Partial Shipment allowed and transhipment NOT allowed.

(2) Should the Seller fails to effect delivery or shipment on time as stipulated in the contract owing to causes other than Force Majeure as provided for in clause 16 of this contract, the Buyer shall have the right to cancel part or whole of the contract unless the contract stipulations have been modified with the Buyer’s consent.

15. Inspection:

(1) The Inspection Certificate by the Seller shall be taken as the basis of delivery and payment. Should the Buyer assign others as surveyor, the charges thus incurred should be borne by the Buyer.

(2) Sheet bundle with 1 or more straps broken but still in tight condition should not be claimed by the Buyer.

(3) Material with superficial/atmospheric/surface rust, edge rust, rust stained, stored in open area prior to loading, unprotected are acceptable.

16. Force Majeure: If shipping or receiving the contracted goods is prevented or delayed in whole or in part by reason of War, Earthquake, Flood, Storm, Plague, Heavy Snow, Embargoes (Railway included), Riots, Civil Commotions or other unforeseen, inevitable and un preventive cause of Force Majeure, the Buyer and the Seller shall not be liable for incompletion of shipping or receiving the contracted goods. However, in such a case, the formal notice must be sent immediately by fax or e-mail, if required, a certificate stating the existance of such a cause or causes issued by a competent authority.

17. Quality / Quantity / Weight Discrepancy and Claims: In case discrepancy of the goods is found by the Buyer after arrival at the port of destination, claim may be lodged against the Seller supported by the Inspection Certificate issued by SGS Vietnam or another inspection company accepted by both parties, with the exception, however, of those claims for which the insurance company and / or the shipping company are to be held responsible. Claim for quality discrepancy should be filed by the Buyer within 45 days after completion of discharging goods at port of destination, while for quantity/weight discrepancy should be filed by the Buyer within 30 days after completion of discharging goods at port of destination. The Seller shall then consider the claim in the light of the actual circumstances .

For commodity Prime Hot Rolled Steel Sheet: weight franchise of 0.3 % against B/L weight is allowed.

18. Import Licences, Authorisations: The Buyer must obtain at his own risk and expense any import licence or other official authorisation or other documents and failure to obtain such licenses shall not constitute Force Majeure.

19. Title and Risk: As per INCOTERMS 2010.

20. Arbitration: All disputes in connection with this Contract or the Execution thereof shall be settled through friendly negotiations between two parties. If no settlement can be reached, the case in dispute shall then be submitted for arbitration to the China International Economic and Trade Arbitration Commission in Beijing in accordance with Chinese law and its arbitration regulation. The decision made by the arbitration organization shall be taken as final and binding upon both parties. The arbitration expenses shall be borne by the losing party unless otherwise awarded by the arbitration organization.

21. Governing Law: This contract shall be governed by and construed in accordance with the laws of CHINA

22. Additional Clause: If any of the above-mentioned Clause is inconsistent with the following Additional Clause(s), the later to be taken as authentic.

1) This Contract will come into force immediately after signing of the contract. Any amendment or addition to this Contract will be valid only if made in writing and signed by both parties.

3) 2% of the contract value will be considered as penalty in case non-shipment by DEC. 31, 2014 or LC is not to be opened on latest date OCT 27，2014 (as gracing period), with exception of terms stipulated in Article 13 & Article 16.

The Seller The Buyer