Article 1 第１条 Introduction介绍
Article 1 第１条 Introduction介绍
A. Party B agrees to manufacture the products, using the raw materials supplied by Party A, in strict compliance with the standards and specifications stipulated in the agreement.
B.Commodity and quantities for processing加工产品和数量
a.Commodity：shipping dynamotor产品 船舶发电机
b.Quantity 2000 sets 数量 2 千套
On the basis of dynamotor prototypes, drawings and product samples furnished to Party A, both parties shall jointly establish all specifications in sufficient detail necessary for the production. The specifications shall deal with the quality of the materials used and standards of the products. The specifications, once established by both parties, shall be modified only upon mutual written agreement of both parties.
Article 3第３条Supply of the Raw Materials原材料供应
A. During the term of the agreement, Party A shall deliver to Party B such quantity of the raw materials and consumption articles as may be required for the manufacturing of the products no later than two (2) months before calendar quarter.
B.Party B shall inspect the raw materials and consumption articles supplied by Party A immediately upon receipt thereof in accordance with the method of inspection to be agreed by Party A, and shall submit inspection reports to Party A, and within thirty （30） days after the inspection. The raw materials and consumption articles that do not meet requirement of Party A shall not be used in the processing (or assembly).
Article 4第４条Processing and Assembly Fee加工和装配费
The processing fee for each model as follows: 每种型号的加工费如下所示：
a. Model A at US dollars 500 (Say US dollar Five hundred only) each set.
b. Model B at US dollars 400 (Say US dollar Four hundred only) each set.
c.The processing (or assembly) fee mentioned-above shall remain unchanged for the first year’s period. After the said two（2） years period, Party B may change the fees by giving Party A a written notice of change no less than three (3) months prior to the change. In case that Party A does not accept such change of the processing fee within two (2) months from the receipt of the said notice the agreement shall be terminated.
Article 5 第５条 Term of Payment付款方式
For payment of the processing (or assembly) fee, Party A shall open a confirmed irrevocable L/C in favor of Party B with a bank approved by Party B, for the amount enough to cover each shipment of the products at least fifteen (15) days before such shipment. The L/C shall be negotiated against commercial invoices, full set of bill of lading, packing list, inspection certificate and _____ of Party B.
Article 6 第６条Technical Information and Assistance技术技术和协助
A. Party A agrees to furnish Party B with processing (or assembly) drawings, processing (or assembly) instructions and test and inspection standards necessary for processing ( or assembly) of the products.
B.Party A agrees to provide Party B with appropriate advice against problems of Party B relating to the technical matters for processing (or assembly) of products.
C.Upon request of Party B during the terms of the agreement, Party A may dispatch its own engineers and technicians to Party B’s factory to give advice and guidance which Party A thinks appropriate in relation to assembly of the products. All the expenses relating to the engineers and technicians are to be borne by Party B.
D.Upon request of Party B during the terms of the agreement, Party A agrees, once in all, a maximum of 5 engineers and technicians of Party B to stay at Party A’s factory for a period of not exceeding 10 days and give them training which Party A thinks appropriate in relation to assembly of the products. The traveling and living expenses of the personnel of Party B shall be borne by Party B.
Article 7 第７条Quality Control and Inspection质量控制和检验
A.When the processing is completed, the finished products shall be inspected by the authority agreed by Party A to verify that the products are up to the quality standards and specifications designated by Party A.
B.In case the products does not meet the standards of Party A, Party A can refuse the delivery. However, Party A may accept the delivery of the products at the discount price to be agreed between Party A and Party B on a case-by-case basis.
C.All changes in the quality and specifications shall be informed to Party A twenty (20) days prior to their incorporation in the products. Party A shall, from time to time, suggest changes or improvements in the products. Party B shall in good faith give consideration to the introduction of such changes or improvement.
Article 8 第８条 Packing and Marking包装和唛头
The products shall be properly packed following the general commercial practice of exporting goods and in accordance with the instruction of Party A. The package shall be marked and Party A shall give the marking instructions at least five (5) days prior to the delivery date of the finished products.
Article 9 第９条 Delivery and Shipment 交货和运输
On the CFR and CIF basis, the Party B shall inform the Party A by Telex/Fax of the name, nationality and age of the vessel no later than five (5) days before the time of the shipment. The shipment shall not be effected without the confirmation from the Party A. The Party A shall confirm the vessel within three (3) working days, otherwise the vessel shall regarded as confirmed.
On the FOB basis, Party A shall book shipping space in accordance with the date of shipment. Party B shall ten (10) days before the date of shipment stipulated in the agreement advise the Party A by Telex/Fax of the name of commodity, quantity, total amount, package numbers, total weight, and volume and the date from which goods is ready for loading at port of shipment. Party A shall five (5) days before the date of shipment, notify Party B of name of vessel and the estimated date of loading Party B to effect shipment. In case the carrying vessel or the date of arrival has to be changed, Party A or its shipping agent shall advise Party B in time. Should the vessel fail to arrive at the port of shipment within three (3) days after the arrival date advised by Party A, Party A shall bear the storage expense calculated from the days thereafter.
Party B shall be liable for any dead freight or demurrage, should they fail to have the quantity of the goods ready for loading in time as stipulated, while the carrying vessel has arrived at the port of shipment as advised.
Under the terms of FOB, CFR and CIF, Party B shall, immediately upon the completion of the loading of the goods, give a shipping notice to Party A by Telex/Fax. The notice includes the name of commodity, quantity, net and gross weight, measurement, invoiced value, bill of lading number, sailing date and estimated date of arrival at the port of destination.
Article 10 第１０条 The Damage Rate of Raw Materials原材料的破损率
The damage rate of the materials in processing (or assembly) is 2 % and such a rate of materials should be supplied free by Party A. Should the damage rate surpass 2 %, Party B will supplement the additional required materials necessary for processing (or assembly).
加工（或装配）的原材料破损率是2 ％并且此材料的破损率应由甲方免费提供。如果破损率超过了2 ％，乙方应弥补加工（或装配）所必需的额外所需的材料。
Article 11 第１１条Transfer of the Title and Risk所有权和风险转让
The title to the raw materials delivered to Party B and Products made therefrom and risk of loss of or damages to the raw materials or products belong exclusively to Party A, or damages to the raw materials or products belong exclusively to Party A, provided, however, that immediately upon receipt by Party B of shipments of the raw materials and until the delivery of the products to Party A, Party B shall purchase an insurance at Party A ’s expense covering the full value thereof against damage, destruction and loss of every kind from an insurance company approved by Party A. Party A shall be the beneficiary of such insurance.
Article 12 第１２条Force majeure不可抗力
Either Party shall not be responsible for failure or delay to perform all or any part of the agreement due to flood, fire, earthquake, drought, war or any other events which could not be predicted at the time of the conclusion of the agreement, and could not be controlled, avoided or overcome by the parties. However, the Party effected by the Event of Force Majeure shall inform the other party of its occurrence in written as soon as possible and thereafter send a certificate of the event issued by the relevant authority to the other party but no later than 15 days after its occurrence.
If the Events of Force Majeure last over 120 days, both parties shall negotiate the performance or the termination of the agreement.
Article 13 第１３条Arbitration仲裁
All disputes arising from the performance of this agreement should be settled through friendly negotiations. Should no settlement be reached through negotiation, the case shall then be submitted for arbitration to the China International Economic and Trade Arbitration Commission (Beijing) and the rules of this Commission shall be applied. The award of the arbitration shall be final and binding upon both parties. The Arbitration fee shall be borne by the losing party unless otherwise awarded by the arbitration organization.
During the course of the arbitration, the agreement shall be performed except for the part under arbitration.
Article 14 第１４条Effective and the Term of the Agreement 效力和有效期
The agreement shall become effective when the agreement is signed by both parties. The term of the agreement is three years.
Article 15 第１５条Amendment of the Agreement协议变更
The amendment of the agreement shall come into force only after the written agreement reached by both parties.
Article 16 第１６条Language语言
The agreement shall be written in Chinese and in English. Both languages are equally authentic. In the events of any discrepancy between the two aforementioned versions, the Chinese version shall prevail.
On behalf of party A On behalf of party B