COMPENSATION TRADE CONTRACT

article 9 liability for breach of agreement

party b shall , if it fails to comply with this agreement to make purchase of the goods delivered by party a as reimbursement, or party a shall, if it fails to comply with this agreement to deliver the goods it is due to provide, be deemed liable for a breach of agreement and shall compensate the non-breaching party for the loss caused thereupon and shall pay the non-breaching party a fine accounting for % of the total value of the goods in question.

article 10 performance guarantee

to guarantee the implementation of this agreement, each party shall submit to the other party a letter of guarantee issued by its bank respectively. the guaranteeing bank of party a is ______ bank, ______, while the guaranteeing bank of party b is ______bank, ______.

article 11 amendmnet

the modification of this agreement in particular cases shall be agreed upon by both parties through negotiations.

article 12 force majeure

in case that one or both parties are impossible to perform the duties provided herein on account of force majeure, the party (or parties) in contingency shall inform the other party (or each other) of the case immediately and may, provided the case is duly verified by the competent authorities, delay in performance of or not perform the relevant duties hereunder the be partially or entirely exempted from the liability for breach of this agreement.

article 13 arbitration

any dispute arising from or in connection with this contract shall be submitted to china international economic and trade arbitration commission,shenzhen commission for arbitration which shall be conducted in accordance with the commission''s arbitration rules in effect at the time of applying for arbitration. the arbitral award is final and binding upon both parties and the applicable law is the material law of p.r.c.

notwithstanding any reference to arbitration, both parties shall continue to perform their respective obligations under the contract unless otherwise agreed.

article language and effective date

there are two originals hereof made respectively in chinese and ______, both of which are of the same effect.

this agreement shall come into effect on the date when both parties set their hands hereunto and remain effective for_____ years. upon its expiration, the parties may, if they choose, extend the term hereof for _____years or execute a new cooperation agreement, provided they apply to and approved by the authority agencies concerned.