Contract № 1/20.04.

2020

Place & Date Taiwan 20.04.2020

Abc CO., LTD.,

registered at 賣方地址 (hereinafter referred to as the “SELLER”), represented by 姓名, 職稱,
due to the power of the statement on the one hand,

and Xyz Ltd., registered at 買方地址(hereinafter referred to as the “BUYER”), represented by 姓

名, 職稱, due to the statement on the other hand, have concluded the Present Contract on the
following:

1. Subject of the contract

1.1 The SELLER is to ship and the BUYER is to buy products (hereinafter referred to as the
“GOODS”) on terms F.O.B Taichung port, Taiwan (INCOTERMS2020) in according to the
Specification No. 1 of 03.04.2020 (further specification), which will be submitted from the
BUYER to the SELLER upon requirement, and will constitute an integral part of the Contract. The
Specification is valid from the date of signature until the date when conditions mentioned are
fulfilled.
1.2 The GOODS under contract № 1/20.04.2020 are supplied for the BUYER’S own production
need’s only

2. Price and total amount of the contract.

2.1. All the prices are specified in the SELLER’s proposals and fixed in US dollar(USD). The SELLER
has no right to change prices of signed Specification in case if prepayment was received.

2.2. The total amount of the Present Contract is 金額 US dollar (USD).

2.3. After signing and fulfilling the Present Contract all the expenses, including custom duties,
are paid by the parties on their own territories.

2.4. The BUYER pays:

- 30% of the amount specified in the invoice in advance through TT, within 7 banking days of
receipt of the invoice,

- 60% of the amount specified in the invoice through TT, within 7 banking days after SELLER’s
confirmation that the GOOD is ready for shipment before shipment of the GOOD.

- 10% of the amount specified in the invoice through TT, within 7 banking days after installation,
commissioning and successful trial at BUYER’s end.

3. Terms of delivery
3.1. Delivery terms: F.O.B. Taichung port, Taiwan (INCOTERMS2020).

3.2.The SELLER shall ship the GOODS from the SELLER's warehouse within 交期 calendar days
after the date of BUYER’s prepayment 30% of the invoice.
After shipping, the SELLER shall inform the BUYER of the fact of shipment of the Goods within 3
working days and shall provide following information:
Date of shipment: 裝運日期
Contract No.: 合約編號
Specification №: 規格
Name of the transport company: 運輸公司
No. of Document of Title; 提單編號
Description; 貨物描述
Number and Weight of the GOODS. 貨物數量與重量

3.3. The BUYER will be responsible for the import custom formalities, as well as for the
governmental certification if needed for the specific sold items.

3.4. Property right to equipment carries over to the Buyer from the date of full payment.

4. Documents
4.1. The SELLER must give to the BUYER following documents with every consignment of
GOODS:
- commercial invoice 商業發票
- packing list 裝箱單
- Supplier export declaration of GOODS (released from SELLER – 1 copy) 出口報單
- instructions for installation and operation 安裝與操作說明書

4.2. The SELLER must inform the BUYER of the dispatch of the GOODS, as well as provide the
BUYER with any other notice required to undertake the necessary measures to take delivery of
the GOODS.

5. Packing and Marking

5.1. The GOODS shall be packed and marked in accordance with the demands of each kind of
the GOODS.
Internal and external packing shall secure full safety of the GOODS and protect them against any
breakage and damage as well as atmospheric effects. Each carton used for packing the GOODS
shall be marked two sides. All the covering documents such as Packing and Specification Lists as
well as Marking and Technical Documentation shall be written down in English.

6. Acceptance of the GOODS

6.1. The GOODS are considered as delivered by the SELLER and accepted by the BUYER:
- as to number of packages - according to shipment documents;
- as to quality - according to the technical documentation issued by the SELLER.

6.2. Final acceptance is to be made in the territory of the BUYER. The GOODS are being
accepted:
- as to number of packages - on receipt of the GOODS from a Forwarder (Carrier);
- per quality of items - not later than two weeks after receiving the GOODS and the moment of
opening the package;
- as to quality - not later than one month after opening the package.

6.3. Acceptance of the GOODS could be made by the official representative of the BUYER on the
SELLER’s factory.

7. Quality and Warranty

7.1. The quality of the GOODS shall conform to the technical documentation issued by the
supplier.

7.2. On the GOODS set a warranty period of 12 months and a maximum of 15 months from the
date of shipment of the Equipment from Seller's factory.

7.3. Should the GOODS within the guarantee period prove to be defective or not corresponding
to the Terms and Conditions of the Present Contract, the SELLER shall eliminate defects or
replace defective parts. The costs on the delivery of defective parts back to the SELLER are
covered by the SELLER.

8. Claims
8.1. The BUYER can claim the SELLER for quantity within two weeks from the date of acceptance.
8.2. The SELLER will instruct BUYER’s engineers to examine and fulfill the claim. If the assistance
is through email or phone call, it is free of cost. If it was required to send engineers, the ticket,
hotel, & engineer cost will be afforded by BUYER, except when the Buyer filed the claim on the
quantity and quality of the Goods caused by the Seller.

9. Force-majeur
9.1. If in the case of the Force-majeur circumstances, namely fire, natural calamity, blockade,
embargo on exports or Imports, or some other ones not dependent on the Parties, the full or
partial execution of this Contract becomes impossible by any of the participants, the period of
the obligations execution is extended in correlation with the time frame of the Force-majeur
circumstances.
9.2. If such circumstances and their consequences should continue for more than three months
each of the Parties in this Contract shall have the right to reject all future obligations stipulated
in the Contract. Neither Party shall have the right to claim compensation for damages related to
these circumstances from the other Party.
9.3. Either Party who finds it impossible due to such circumstances to accomplish their
obligations according to this Contract shall immediately inform the other Party by both
electronic means and registered mail of the Force-majeur circumstances. A certificate issued by
the Chamber of Commerce of an appropriate geographical entity, related to either the SELLER’s
or BUYERS' countries, shall serve as proper proof of the existence of a Force-majeur and its
duration.

10. Other terms

10.1. The SELLER shall not transfer its Contract obligations to a third party after the BUYER is to
be informed about it by fax or email.

10.2. The present Contract can be changed or annulled only after both parties’ written consent.
All amendments and additions to the Present Contract are its inherent parts and valid only if
they are made in writing and signed by both parties.

10.3. All duties, charges and taxes related to the implementation of this contract in the SELLER’s
country should be covered by the SELLER, all other duties, charges and taxes should be covered
by the BUYER if related to this contract, except the case of parts delivery under the warranty.
The Risk of Loss goes from SELLER to BUYER according to FOB (Incoterms 2010)

10.4 . If failing to ship on time more than 1 week, the SELLER is to pay the BUYER the fine 0.1%
of the Invoice. The amount of penalties for the late shipment of the GOODS cannot exceed 5
(five) % of the cost of non-shipped GOODS.

10.5 If failing to pay on time, the BUYER is to pay the SELLER the fine 0,1% of the Invoice. The
amount of penalties for the late payment of the GOODS cannot exceed 5 (five) % of the sum of
the contract

10.6. After signing the Present Contract all previous negotiations and correspondence between
the parties in connection with it shall be considered null and void. The present contract exists in
two copies, English. In case of any discrepancies or any inconsistencies in the semantic content
of this Agreement the advantage language of the Contract is English.

10.7. This contract is valid until 31.12.2020.

11. Annotation
In order to make this Present Contract work more effectively, both parties announce that
documents sent by fax or via e-mail are valid till the original documents arrival, but not longer
than 180 calendar days, after 180 days being over, the original documents are to be presented
to the other party. Extension in validity by fax is not allowed.

12. Legal address and Bank Requisites of the Parties

In case of bank requisites being changed by any of the parties, the other party shall be informed
about it in writing and within 10 days an ADDENDUM to the Present Contract with new Bank
requisites is to be made and signed by both parties.

Bank requisites

SELLER`s Bank:
BANK: 銀行名稱
ADD: 銀行地址
SWIFT CODE: 銀行國際代碼
A/C NAME: 戶名
A/C NO: 帳號

BUYER`s Bank:
 (Please Provice Banking Detail)

SELLER
Abc Co., Ltd.
地址

簽約代表人姓名，職稱

____________________________________

BUYER
Xyz Ltd.
地址

簽約代表人姓名，職稱

____________________________________

Specification № 1 to the contract № 1/03.04.2020

Products Quantity, Price per Price per

unit. unit, US batch, US
dollars dollars
(USD) (USD)
NC 3in1 for Ball Valve BA-3in1-200 1 UNIT xx,000 xx,000

Total US dollars(USD) xx,000

Payment Term
1. 30% of the amount specified in the invoice in advance through TT, within 7 banking days
from the receipt of the invoice,
2. 60% of the amount specified in the invoice through TT, within 7 banking days after SELLER’s
confirmation that the GOOD is ready for shipment before shipment of the GOOD.
3. 10% of the amount specified in the invoice through TT, within 7 banking days after
installation, commissioning and successful trial at BUYER’s end.

Delivery
The SELLER shall ship the GOODS from the SELLER's warehouse within 交期?天 calendar days after the
date of BUYER’s prepayment 30% of the invoice.
BUYER: SELLER/