SALES CONTRACTContract No. : HK-GM2

SALES CONTRACT

Contract No. : HK-GM2-HXG1411169-X
Date : 20 November, 2014
Place : Hong Kong

Seller : Hangzhou Cogeneration (Hong Kong) Company Limited
Address : Unit 1501A, 15/F, Low Block, Grand Millennium Plaza, 181 Queen's Road, Central, Hong Kong

Buyer : NGOC THANG TRADING AND BUILDING MATERIALS BUSINESS PRODUCTION COMPANY LIMITED
Address : 10 - 528/9 NGO GIA TU, DUC GIANG HAMLET, DUC GIANG DISTRICT, HA NOI CITY, VIETNAM

This contract is made by and between the Seller and the Buyer, whereby the Seller agrees to sell and the Buyer agrees to buy the under-mentioned goods according to the terms and conditions stipulated below:

1. Commodity : HOT ROLLED ALLOY STEEL H BEAM

2. Quality : According to JIS G3101 SS400CR (Chromium added min 0.3 pct)

3. Size & Quantity :
Size U.Weight Quantity Price Total Amount
KG/M MT USD / MT USD
150x75x5x7 mmx12m 14 60 474 28,440
250x125x6x9 mmx12m 29 60 474 28,440
200x200x8x12 mmx12m 49.9 40 474 18,960
300x300x10x15 mmx12m 93 40 494 19,760
TOTAL 200 95,600.00
Weight tolerance: -4% to -6%
Size tolerance: according to JIS G3192

4. Price: : CFR FO Haiphong port, Vietnam (as per incoterms 2010)

5. Delivery Tolerance : +/- 10% in total quantity and total value at Seller’s option
6. Packing : Mill’s standard export packing.

7. Origin ：China

8. Mill : HEBEI JINXI IRON AND STEEL GROUP CO., LTD. and/or HEBEI JINXI SECTION STEEL CO., LTD

9. Total Amount : US $95,600.00(+/- 10 %)

10. Invoicing : Based on theoretical weight

11. Shipment : On or before 31st Jan., 2015

12. Port of Loading : Any port, China.

13. Port of Discharging : Haiphong port, Vietnam.

14. Insurance : To be covered by Buyer at Buyer’s account.

15. Payment :
By fully workable, confirmable and irrevocable Letter of Credit (L/C) to be opened by Full Cable / Swift from prime international bank to be acceptable by the Seller. The covering letter of credit should reach the seller not later than 25 November, 2014 and cover all the goods’ value.
The L/C is to be payable 90 days after sight in United States Dollars at the counter of the negotiating bank in the country of the Beneficiary, against presentation of the draft drawn on the issuing bank and the following documents:

Advising Bank: BNP PARIBAS （SWIFT CODE: BNPAHKHHGCG）
Address: 18/F THREE EXCHANGE SQUARE, 8 CONNAUGHT PLACE, CENTRAL,
HONG KONG
Beneficiary: Hangzhou Cogeneration (Hong Kong) Co., Ltd.

If the buyer fail to open the Letter of Credit exactly on terms as required by the contract or fail to amend the Letter of Credit exactly as required by the seller or has other breaches under the contract, the Seller has the right to terminate the contract, which should not relieve the buyer of any compensating obligation due to the seller for any and all losses and/or expenses thereof incurred, including but not limited to the rise in market price or purchase price from mills and/or increase of taxes or other costs.
Without prejudice to the foregoing, if the buyer request to delay opening the LC, the seller at its option may delay delivery of contracted goods according to an adjusted price, which should not relieve the buyer of any compensating obligation due to Seller for all losses or expenses thereof incurred.

Documents :
- Full set (3/3) original clean on board Bills of Loading made out to order of issuing bank , marked “freight prepaid” , show number of bundles and pieces in total and notify the applicant.
- Signed Commercial Invoice in triplicate
- Packing List in triplicate show number of pieces and bundles per each size and in total.
- Beneficiary’s certificate certifying Mill Test Certificate and FORM E issued by CIQ will be sent to the applicant by courier service within 12 working days after shipment.
Other Terms and Conditions:
- Third party documents except draft and invoice to be acceptable.
- 10% more or less both in amount and quantity in total and per each size to be acceptable.
- Charter party B/L to be acceptable.
- Shipping documents should be presented for negotiation within 25 days after bills of lading date but within validity of L/C.
- Partial shipments are allowed.
- Transshipment is not allowed.
- Bills of lading with remarks “Stored in an open area before loading”, “Surface/Edge rust”, “Atmospherically rusty”, “Wet before shipment”, “Scratched”. “Unprotected”, “Some strips broken and/or loose” and similar meaning acceptable.
- Beneficiary may add confirmation on L/C at his own cost.
- L/C to be freely negotiated at any bank.
- The place of expiry of the L/C should be “at negotiating bank’s counter”.
- L/C shall be subject to UCP 600.
- The buyer shall provide a copy of L/C application for seller’s approval before the L/C is issued.
- All banking charges outside negotiating bank are for account of applicant.

16. Inspection and Claims :
The representative of the Seller has right to be present during inspection of the cargo.
In case the quality and/or quantity/weight are found by the Buyer, to be not in conformity with the contract after arrival of the goods at the port of destination, the Buyer may lodge claims with the Seller supported by survey report issued by SGS Vietnam as third party surveyor, with the exception, however, of those claims for which the insurance companies and/or the shipping companies are to be held responsible.
Claims should be filed by the Buyer within 25 days for quantity related claims and 30 days for quality related claims after arrival of goods at the port of destination. Failing which, such claims will be deemed to have been waived.
In case for quality claims, the Buyer shall not use the problematic cargo before Seller’s inspection by Seller’s delegation / independent survey.
17. Detention :
Buyer will be responsible for the detention charge if he fails with documentation procedure and/or custom clearance upon vessel’s arrival at the discharging port.
Buyer will be responsible for unloading arrearage if any due to the Buyer when vessel arrive at discharging port, and detention charges to be on buyer’s account. Detention rate is as per Charter Party.
18. Title and Risk
The title with respect to the goods shall pass from Seller to the Buyer when Seller receives reimbursement of the proceeds from the reimbursing bank through the negotiating bank against the relative shipping documents as set forth in Clause Payment after completion of loading on board the vessel at loading port, with retrospective effect to the time of delivery of the goods.
All risk of loss, damage or destruction respecting the goods delivered shall pass to buyer at the time of discharge of the goods from the loading devices into the vessel.
The Seller is not responsible for any incidental, special or consequential damages such as loss of income, loss of profit and/or any other injury which may arise due to seller’s actions under the contract. The seller bears no tort liability incurred by the goods delivered.
19. Force Majeure :
Should any circumstances preventing the complete or partial fulfilment by either of parties of the obligations taken under this contract arise, namely: fire, acts of God, war, blockage, government prohibition of import or export, revolution, insurrection, mobilization, strikes, riots, civil commotions, lockouts, accidents, destruction of material by fire or flood or other natural calamity or any other circumstances beyond the parties control, and/or should adjustment of export tax rebate rate (including but not limited to decrease of export tax rebate rate) hindering, prejudicing or delaying the complete or partial fulfilment by either of parties of the obligations taken under this contract arise , the period of time for fulfilment of the obligations shall be extended for a period equal to that during which such circumstances will remain in force.
If these contingencies will continue more than 30 days, either of the parties to this Contract is entitled to refuse any further execution of their obligations under this Contract, and in such case, neither of the parties shall have the right for reimbursement of any possible damages by the other party. If the Force Majeure occurs in the period of one party’s delay execution of its obligations under this Contract, this party are not entitled to cancel the Contract and is obligated to cover the other party’s loss.
The party that will fall under such contingencies shall immediately (in any case within 15 working days) advise the other party as regards the commencement and cessation of the contingencies preventing fulfilment of its obligations.
Certificates issued by the Chamber of Commerce or Government authorities shall be sufficient proof of the above-mentioned contingencies.
20. Arbitration and governing law:
All disputes in connection with this contract or the execution thereof shall be settled by amicable negotiation and friendly discussion between both parties. In case no settlement can be reached, the case in dispute shall then be submitted for arbitration under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with these Rules. The decision made by the Center shall be accepted as final and binding upon both parties. The arbitration fee shall be borne by the losing party unless otherwise awarded by the Center.
The validity, interpretation, performance and enforcement of this contract should be governed by the Hong Kong law.
21. Vessel condition
Vessel chartered by the seller shall be seaworthy and to be international P&I club registered and must be ISM certified for voyage.
22. Entirety of contract: This contract constitutes the entire contract of the parties to this contract with respect to the subject matter hereof and supersedes all prio

Kết quả (Việt) 1:

HỢP ĐỒNG BÁN HÀNGHợp đồng số: HK-GM2-HXG1411169-X Ngày: 20 tháng mười một, năm 2014Địa chỉ: Hong KongNgười bán: Hangzhou đồng phát (Hong Kong) công ty TNHHĐịa chỉ: Đơn vị 1501A, 15/F, thấp khối, Thiên niên kỷ Grand Plaza, 181 Queen's Road, Central, Hong Kong Người mua: NGOC THANG kinh doanh và giới hạn công ty sản xuất kinh doanh vật liệu xây dựngĐịa chỉ: 10-528/9 ngô GIA tự, Đức GIANG HAMLET, Đức GIANG quận, Hà Nội, Việt NamHợp đồng này được thực hiện bởi và giữa người bán và người mua, theo đó người bán đồng ý bán và người mua đồng ý để mua hàng hóa theo đề cập đến theo các điều khoản và điều kiện quy định dưới đây:1. hàng hóa: Hợp kim, cán nóng thép H chùm2. chất lượng: Theo JIS G3101 SS400CR (crôm bổ sung min 0.3 pct) 3. kích thước và số lượng: Kích thước U.Weight số lượng giá tổng số tiền KG/M MT USD / MT USD150x75x5x7 mmx12m 14 60 474 28,440250x125x6x9 mmx12m 29 60 474 28,440200x200x8x12 mmx12m 49.9 40 474 18,960300x300x10x15 mmx12m 93 40 494 19,760TẤT CẢ 200 95,600.00Trọng lượng khoan dung: -4% đến -6% Kích cỡ nhà khoan dung: theo JIS G31924. giá:: cảng CFR FO Hải Phòng, Việt Nam (theo incoterms 2010) 5. cung cấp khoan dung: + /-10% trong số lượng tổng số và Tổng giá trị của người bán lựa chọn6. đóng gói: Mill của xuất khẩu tiêu chuẩn đóng gói.7. xuất xứ ：China8. Mill: HEBEI JINXI sắt và thép GROUP CO, Ltd và/hoặc công ty TNHH phần thép Hà Bắc JINXI9. tổng số tiền: US $95,600.00 (+ /-10%) 10. Invoicing : Based on theoretical weight11. Shipment : On or before 31st Jan., 201512. Port of Loading : Any port, China.13. Port of Discharging : Haiphong port, Vietnam.14. Insurance : To be covered by Buyer at Buyer’s account.15. Payment :By fully workable, confirmable and irrevocable Letter of Credit (L/C) to be opened by Full Cable / Swift from prime international bank to be acceptable by the Seller. The covering letter of credit should reach the seller not later than 25 November, 2014 and cover all the goods’ value.The L/C is to be payable 90 days after sight in United States Dollars at the counter of the negotiating bank in the country of the Beneficiary, against presentation of the draft drawn on the issuing bank and the following documents:Advising Bank: BNP PARIBAS （SWIFT CODE: BNPAHKHHGCG）Address: 18/F THREE EXCHANGE SQUARE, 8 CONNAUGHT PLACE, CENTRAL,HONG KONGBeneficiary: Hangzhou Cogeneration (Hong Kong) Co., Ltd.If the buyer fail to open the Letter of Credit exactly on terms as required by the contract or fail to amend the Letter of Credit exactly as required by the seller or has other breaches under the contract, the Seller has the right to terminate the contract, which should not relieve the buyer of any compensating obligation due to the seller for any and all losses and/or expenses thereof incurred, including but not limited to the rise in market price or purchase price from mills and/or increase of taxes or other costs.Without prejudice to the foregoing, if the buyer request to delay opening the LC, the seller at its option may delay delivery of contracted goods according to an adjusted price, which should not relieve the buyer of any compensating obligation due to Seller for all losses or expenses thereof incurred.Documents :- Full set (3/3) original clean on board Bills of Loading made out to order of issuing bank , marked “freight prepaid” , show number of bundles and pieces in total and notify the applicant.- Signed Commercial Invoice in triplicate- Packing List in triplicate show number of pieces and bundles per each size and in total. - Beneficiary’s certificate certifying Mill Test Certificate and FORM E issued by CIQ will be sent to the applicant by courier service within 12 working days after shipment.Other Terms and Conditions:- Third party documents except draft and invoice to be acceptable.- 10% more or less both in amount and quantity in total and per each size to be acceptable.- Charter party B/L to be acceptable.- Shipping documents should be presented for negotiation within 25 days after bills of lading date but within validity of L/C.- Partial shipments are allowed.- Transshipment is not allowed.- Bills of lading with remarks “Stored in an open area before loading”, “Surface/Edge rust”, “Atmospherically rusty”, “Wet before shipment”, “Scratched”. “Unprotected”, “Some strips broken and/or loose” and similar meaning acceptable. - Beneficiary may add confirmation on L/C at his own cost.- L/C to be freely negotiated at any bank.- The place of expiry of the L/C should be “at negotiating bank’s counter”.- L/C shall be subject to UCP 600.- The buyer shall provide a copy of L/C application for seller’s approval before the L/C is issued.- All banking charges outside negotiating bank are for account of applicant.16. Inspection and Claims :The representative of the Seller has right to be present during inspection of the cargo.In case the quality and/or quantity/weight are found by the Buyer, to be not in conformity with the contract after arrival of the goods at the port of destination, the Buyer may lodge claims with the Seller supported by survey report issued by SGS Vietnam as third party surveyor, with the exception, however, of those claims for which the insurance companies and/or the shipping companies are to be held responsible. Claims should be filed by the Buyer within 25 days for quantity related claims and 30 days for quality related claims after arrival of goods at the port of destination. Failing which, such claims will be deemed to have been waived.In case for quality claims, the Buyer shall not use the problematic cargo before Seller’s inspection by Seller’s delegation / independent survey.17. Detention :Buyer will be responsible for the detention charge if he fails with documentation procedure and/or custom clearance upon vessel’s arrival at the discharging port. Buyer will be responsible for unloading arrearage if any due to the Buyer when vessel arrive at discharging port, and detention charges to be on buyer’s account. Detention rate is as per Charter Party.18. Title and RiskThe title with respect to the goods shall pass from Seller to the Buyer when Seller receives reimbursement of the proceeds from the reimbursing bank through the negotiating bank against the relative shipping documents as set forth in Clause Payment after completion of loading on board the vessel at loading port, with retrospective effect to the time of delivery of the goods.All risk of loss, damage or destruction respecting the goods delivered shall pass to buyer at the time of discharge of the goods from the loading devices into the vessel.The Seller is not responsible for any incidental, special or consequential damages such as loss of income, loss of profit and/or any other injury which may arise due to seller’s actions under the contract. The seller bears no tort liability incurred by the goods delivered.19. Force Majeure :Should any circumstances preventing the complete or partial fulfilment by either of parties of the obligations taken under this contract arise, namely: fire, acts of God, war, blockage, government prohibition of import or export, revolution, insurrection, mobilization, strikes, riots, civil commotions, lockouts, accidents, destruction of material by fire or flood or other natural calamity or any other circumstances beyond the parties control, and/or should adjustment of export tax rebate rate (including but not limited to decrease of export tax rebate rate) hindering, prejudicing or delaying the complete or partial fulfilment by either of parties of the obligations taken under this contract arise , the period of time for fulfilment of the obligations shall be extended for a period equal to that during which such circumstances will remain in force.If these contingencies will continue more than 30 days, either of the parties to this Contract is entitled to refuse any further execution of their obligations under this Contract, and in such case, neither of the parties shall have the right for reimbursement of any possible damages by the other party. If the Force Majeure occurs in the period of one party’s delay execution of its obligations under this Contract, this party are not entitled to cancel the Contract and is obligated to cover the other party’s loss.
The party that will fall under such contingencies shall immediately (in any case within 15 working days) advise the other party as regards the commencement and cessation of the contingencies preventing fulfilment of its obligations.
Certificates issued by the Chamber of Commerce or Government authorities shall be sufficient proof of the above-mentioned contingencies.
20. Arbitration and governing law:
All disputes in connection with this contract or the execution thereof shall be settled by amicable negotiation and friendly discussion between both parties. In case no settlement can be reached, the case in dispute shall then be submitted for arbitration under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with these Rules. The decision made by the Center shall be accepted as final and binding upon both parties. The arbitration fee shall be borne by the losing party unless otherwise awarded by the Center.
The validity, interpretation, performance and enforcement of this contract should be governed by the Hong Kong law.
21. Vessel condition
Vessel chartered by the seller shall be seaworthy and to be international P&I club registered and must be ISM certified for voyage.
22. Entirety of contract: This contract constitutes the entire contract of the parties to this contract with respect to the subject matter hereof and supersedes all prio