合同编号： Contract No. 签约地点： Signature Place 签约日期： Signature Date 买方：中国某航空股份有限公司 （以下简称为甲方） Buyer: China Aviation share Limited company ( hereinafter referred to as Party A) 地址：Address 电话: Telephone 传
合同编号： Contract No.
签约地点： Signature Place
签约日期： Signature Date
Party A is a duly organized legal entity engaging in aviation transportation business, validly existing and in good standing under the laws of the People's Republic of China; and Party B is a helicopter manufacturer duly organized and registered and in good standing in Torrance, California，the United States. Parties hereto have their duly power and authority to enter into and perform this AGREEMENT and any other agreements and documents herewith.
Parties hereto confirm thant
2． 商品名称：全新Robinson R44 Clipper II 型直升机以及选装设备（以下简称为:货物）。
Merchandise name: helicopter of complete new Robinson R44 Clipper II type and chosen equipments herewith (hereinafter referred to as DOODS)
Merchandise(DOODS) amount and unit: one (1) set.
4． 原产地和生产厂：美国，罗宾逊直升机公司（ROBINSON HELICOPTER COMPANY, USA）（以下简称为“原厂”）
5．合同总金额：美元肆拾伍万伍仟陆佰柒拾元整（USD 455,670），中国上海(完税后交货) 。
The contract total amount of money: U S Dollar four hundred and fifty-five thousand, six hundred and seventy only（U S Dollar 455,670 only）. DDU Shanghai China.
6．货物内容及价格包括：DOODS contents and price inclusion
Aquatic helicopter , Robinson R44 Clipper II can buoy type with original factory standard allocation; (the original factory DOODS standard allocation refered to the Annex 1 )
The conveyance and the insurance of the DOODS in the American inland, the sea conveyance and insurance and the conveyance and insurance in the territory of China.
The chosen equipments with the DOODS herein being requested by party A include as follows:
The model of
David Clark the H10-13 H headphones(4 sets)
Reconstruction, adjustment and debugging, and validation flight of the DOODS in China.
Transport and insurance:The international conveyance method is a sea transportation, CIF Pudong Shanghai, China. The insurance is entrusted to effect by party B, insurance sum shall be 110% of the value of total value against All Risks.
The DOODS shall be loaded by three different size wood boxes, and packed in a container with up open of 40 feet. The DOODS provided by party B should be appropriate packed suitable to the ocean and long distance inland conveyance,which being protected against dampness, mosture, shock, rust and rough handling and ensuring that the DOODS can't be damaged by the above-mentioned reasons, and arrive safely installation place. Party B shall be liable for any damage to the GOODS on account of improper packing and for any rust damage attributable to inadequate or improper protective measures taken by Party B, and in such case or csses any and all losses and / or expenses incurred in consequence thereof shall be borne by party B.
9．运输标志（唛头）： Transport mark
Party B upon receiveing the deposit stipulated in Article 13-1 herein by party A shall effect consignment within 24 weeks. The port of dispatch is Los Angeles, the United States
11．目的港及最终交货地： Destination and the place of final delivery
11-1．目的港：中国上海浦东；Destination: Pudong Shanghai, China
The place of final delivery:
The date of delivery: Within Two hundred (200) days from receiving the deposit paid by Party A the DOODS shall arrive at the final place of delivery. If due to the cause that party A fail to effect the import document and clear customs duty and value added tax prier to the DOODS arrive the final delivery place and make holdback to Party B’s delivery in time, the date of delivery shall be postponed
The deposit: Party A shall, within three (3) working days, viz. before and on 22th September, 2007
13-2．累进付款：在甲方收到乙方的货物出厂日期通知和累进付款正式发票（一式三份）后的叁（3）个工作日内，且于2012年2月10日之前，甲方应以电汇的方式（T/T）向乙方指定的银行帐户支付累进款，其金额为合同总价的87％，即美元叁拾玖万陆仟肆佰叁拾贰元玖拾分整（U S Dollar
The progressive payment: The party A should, within three (3) working days upon receiving the notice of the date of the DOODS delivered by manufacture from party B and formal invoice of progressive payment (in triplicate copies), and before and on 10th. February, 2012, disburse the sum of progressive payment into the bank account designated by Party B which is equal to the amount of 87％ of
Remaining fund: If, party B fail to effect the works listed Sub-Clause 6-4 herein, due to the reason of party A, within three (3) working days upon receipt of the documents listed Sub-Clause 13-4 herein submitted by party B, or within ten (10) days upon the date in which the DOODS arriving the place of final delivery, the limited time of paying remaining fund shall be subject to the first time of arriving. Party A should disburse the sum of remaining fund into the bank account designated by Party B by telegraphic transfer (T/T), which is equal to the amount of 3 % of the total contract prices, viz. U S Dollar thirteen thousand, six hundrad and seventy and ten cent only (U S Dollar 13,670.10 only ）.
The party B should, prior to party A’s
One copy of original certificate of qualified acceptance of DOODS by party A which cosigned by parties hereto, on which the indication of the conformance of various technique index with the requirements of this contract and technique annex, and party B’s accomplishment of its responsibilities hereby, or one copy of explanation / notice on the reason of party B’s failure of delivery due to party A.
The commercial invoice in triplicate being submitted by party B on which the indication of contract number, invoice number, contract total price and tail funds be due and payable.
The bank expenses arising with the territory of China shall be born by party A, the same arising outside the territory of China and Hong kong shall be born by party B.
Delivery document: Party B should, upon receipt of the progressive payment form party A, provide party A with following documents:
The Original copy of the tranportation bill for being shipped on board, order and endorsed in blank and indication of freight paid.
The packing list in triplicate issued by party B on which the indication of the number of each piece of cargo, gross and net weight and the certificate of packaging with suffocated wood or non-wood material issued by the authority institute of American government.
One copy of original insurance policy, with one duplicated copy of the same.
One duplicated copy of the shipment notice issued within ten (10) days from and upon the shipment of the DOODS at the port of Los Aangeles, USA.
Technical Documents: Party B should, upon the time on which the inspection / acceptance and delivery of the DOODS herein, offer free of charge to party A for following the whole set of technical documents in English.
15-1．原厂英文版 《R44 Pilot’s Operating Handbook》 壹本；
One copy of R44 Pilot’s Operating Handbook in English from original manufacturer.
15-2．原厂英文版《IO-540 Engine Operator’s Manual-Lycoming》壹本；
One copy of IO-540 Engine Operator’s Manual-Lycoming in English from original manufacturer.
15-3．原厂英文版《R44 Maintenance Manual》壹本；
One copy of R44 Maintenance Manual in English from original manufacturer.
15-4．原厂英文版《R44 II Lustrated Parts Catalog》壹本。
One copy of R44 II Lustrated Parts Catalog in English from original manufacturer.
16．甲方责任：Party A’s responsibility
Party A shall pay by their own to all taxes and fees related to the DOODS hereon within the territory of China which include China’s customs duties, VAT, import fees, incidental expense of quay and inspection charges, ect.
Party A should, within ten (10) days prior to the final transporting to the place of delivery, effect insurance covering All Risks including Fuselage insurance and third party liability insurance.
Party A should, within three (3)days after the reassembly, debugging of the DOODS herein and qualification of verifying flight, make acceptance and signature on the certificate of delivery and inspection of the DOODS.
Party A shall provide party B with thirty (30) flight hours, unconditionally and free of charge, for the purpose of maintenance, servicing and demonstration of the DOODS herein, which shall contain the twenty (20) hours stipulated in Clause 10 of appendix 2 herewith.
Party A should, before and on the date of 10th February 2008 from and upon the signature of this contract, conclude and inter into the general agreement of maintenance service with the maintaining server specified by party B. In case of party A’s failure of signature of the same, party B shall be entitle to refuse to provide the after-sale service other than the original warranty for the DOODS herein.
Party A should, claiming for the part, the equipment and measuring appliance made by the part plant which guaranteed by the Robinson helicopter factory within the claim period, make the payment for purchasing of the new part in advance and return the old part to the original manufacturer. The costs and expenses arising therefrom at meanwhile shall be borne by party A, which include such as the freight fees of old/new part come-and –go, insurance, customs duties, VAT, and like. Robinson company shall, upon examination and check up of returned old part and confirm the same with the technical flaw and defects, make reimbursement of the payment for ordering the new part paid by party B.
16-7．甲方必须按时付款； The payment on schedule effected by party A
Party A should, prior to the arriving at the final place of delivery, obtain all import documentation to enable party B on schedule make delivery thereat, otherwise, party A should take full responsibility for the same.
Party A should, prior to the arriving at the final place of delivery, effect any and all custom duties and value added tax so as to enable party B on schedule make delivery thereat, otherwise, party A should take full responsibility for the same.
17．乙方责任：Party B’s responsibilities
Party B shall ensure that the DOODS are made in standard materials and first-class workmanship, newness and without being used except for the fight test and velidated flight, and in all respects conformity with the quality, specifications, and performance hereunder.
Party B shall, according to the relevant provisions of Chinese civil aviation authorities, assist Party A with transaction of documents such as the procedure of nationality registration and airworthiness, ect.
Party B should, within the period of delivery, make the safe transportation of the DOODS to the final delivery place.
Party B shall be responsibility to re-assembly, adjustment /test and validated flight within the territory of China.
Effective condition hereof： This contract shall be effective upon the signature of follow annexes by parties hereto, and annexes 1 to 3 herewith as the integral part of the contract shall have equal binding force with this contract.
Annexe1: The list of standard equipment of Aquatic helicopter of Robinson R44 Clipper II can buoy type;
Annex 2: Robinson Helicopter Company- Purchase Agreement;
Annex 3: Robinson Helicopter Company, INC, Limited Aircraft Warranty.
20．违约处理：Breach of Contract
The party B shall, if fail to make delivery of the DOODS at the place of final delivery on schedule, other than as the cause of party A, pay the penalty of breach to party B ,for which such penalty rate as 0.5% on the total amount of contract per seven (7) days, if less than 7 days, the penalty shall be accounted by 7 days.
Party A shall, if fail to effect the payment of DOODS under clause 13 hereof, pay penalty for delayed payment for which such penalty rate as 0.5% on the total amount of contract per seven (7) days, if less than 7 days, the penalty shall be accounted by 7 days. The date of arriving and delivery shall be correspondingly postponed.
Party A shall, in case of following matters resulting by the reason of party A, pay penalty for delayed payment for which such penalty rate as 0.5% on the total amount of contract per seven (7) days, if less than 7 days, the penalty shall be accounted by 7 days. The date of arriving and delivery shall be correspondingly postponed.
Party A fail to effect the insurance for the DOODS on schedule stipulated under sub-clause 14-3 hereof.
Party A’s failure of acquirement of all legal documents for the import DOODS on schedule.
Party A’s failure of payment of customs duties and VAT due and payable timely for the DOODS clearance of customs.
21. 不可抗力： Force Majeure
In case any party hereto being unable to perform its duties and responsibilities herein for the cause of force majeure which include storms, floods, typhoons, earthquakes, disaster, war, strike, riot, and otherwise agreed by parties hereto, upon the provision of the necessary supporting documents by such suffocated party, the term of performance could be extension according to the affected time of force majeure.
The suffocated party should within 72 hours after he occurrence of force majeure notify the opposite. In case of the extension of force majeure more than sixty (60)days, the opposite shall be entitle to nitify in any form of writing the suffocated party for termination of contract.
22. 仲裁： Arbitration
Where any dispute on commercial clause arising out of the duration of performance, which should be settled and resolved through amicable negotiation, if that, satisfactory resolution is not reached, the dispute shall be submitted to resolution by arbitration.
The application of arbitration should be submitted to China International Trade Promotion of Foreign Trade Arbitration Commission under China Council for the Promotion of International Trade for arbitration in accordance with its procedure and also submitted to the arbitration institution in the third country or region.
The verdict of arbitration institution with final effect should be executed and performed by parties hereto.
During the arbitration parties hereto should continue to perform and execute other provisions except the disputed part herein.
The guarantee and claim of the DOODS hereunder should be subject to Annex III. For the parts, equipment and instrumentation other than the scope of guarantee by and claim to original manufacturer, such as engine, etc. party B shall be responsible for the coordination of claim with concerned manufacturer.
All annex upon signature shall be with legal force. In case of any ambiguity or discrepancy on the explanation or specification of the content of annex between this contract and annex, the annex shall be prevail.
IN WITNESS WHERE OF, the parties hereto have caused this agreement to be executed by duly authorized representatives on the date first written above. The effective date of this contract shall commence upon the date of signature and seal by parties hereto, which shall terminate on end and conclusion of guarantee period by original manufacturer.
Party A :
Signature / seal by