一、TERMS OF DELIVERY
1.Terms of Shipment；
For CFR Terms： The Sellers shall ship the goods within the time as stipulated in Clause （9） of this Contract by a direct vessel sailing from the port of loading to China Port. Transhipment enroute is not allowed without the Buyers' consent.The goods should not be carried by vessels flying of the countries not acceptable to the Buyers.
For FOB Terms：
（A）The shipping space for the contracted goods shall be booked by the Buyers or the Buyers'shipping agent，China National Chartering Corporation （Address： Er LiGou Beijing Cable Address：ZHOUGZU PEKING）。The Sellers shall undertake to load the contracted goods on board the vessel nominated by the Buyers on any date notified by the Buyers， within the time of shipment stipulated in the Clause （9） of this Contract.
（B）10—15 days prior to the date of shipment，the Buyers shall inform the Sellers by cable if the contract number，name of vessel， ETA of vessel， quantity to be loaded and the name of shipping agent， so as to enable the latter to contact the shipping agent directly and arrange the shipment of the goods. The Sellers shall cable in time the Buyers of the result thereof. Should，for certain reasons，it become necessary for the Buyers to replace the named vessel with another one， or should the named vessel arrive at the port of shipment earlier or later than the date of arrival as previously notified to the Sellers， the Buyers or their shipping agent shall advise the Sellers to this effect in due time. The Sellers shall also keep close contact with the agent of Zhougzu.
（C）Should the Sellers fail to load the goods，within the time as notified by the Buyers， on board the vessel booked by the Buyers after its arrival at the port of shipment， all expenses such as dead freight， demurrage， etc.，and consequences thereof shall be borne by the Sellers. Should the vessel be withdraw or replaced or delayed eventually or the cargo be shut out，etc.，and the Sellers be not informed in good time to stop delivery of the cargo， the calculation of the loss for storage expenses and insurance premium thus sustained at the loading port should be based on the loading date notified by the agent to the Sellers（or based on the date of the arrival of the cargo at the loading port in case port in case the cargo should arrive there later than the notified loading date）。The above-mentioned loss to be calculated from the 16th day after expiry of the free storage time at the port should be borne by the Buyers with the exception of Force Majeure. However， the Sellers still undertaked to load the cargo immediately upon the carrying vessel's arrivel at the loading port at their own risks and expenses. The payment of the afore-said expenses shall be effected against presentation of the original vouchers after being checked.
2.Advice of Shipment： Immediately after completion of loading of goods on board the vessel the Sellers shall advise the Buyers by cable of the contract numver， name of goods， quantity or weight loaded， invoice value， name of vessel， port of shipment， sailing date and port of destination.
Should the Buyers be made unable to arrange insurance in time owing to the Sellers' failure to give the above mentioned advice of shipment by cable， the Sellers shall be held responsible for any and alll damage and/or loss attributable to 2.such failrue.
(A) the Seller shall pay the bank for negotiation of payment with the following documents:
（a）The Sellers shall present the following documents to the paying bank for negotiation of payment：（a）Full set of clean on board，"freight prepaid" for C﹠F Terms or "freight to collect" for FOB Terms， ocean Bills of Lading ，made out to order and blank endorsed， notifying the Branch of China National Foreign Trade Transportation Corporation at the port of destination.（b） Five copies of signed invoice，indicating contract number and shipping marks.（c）Two copies of packing list and/or weight memo with indication of measurement.（d）One copy each of the certificates of quality and quantity or weight， as stipulated in the Clause 5 of the Terms of Delivery.（e） One duplicate copy of the cable advice of shipment，as stipulated in the Chause 2 of the Terms of Delivery.
（B）The Sellers shall despatch，in care of the carrying vessel， one copy each of the duplicates of Bill of Lading，Invoice and Packing List to the Buyers receiving agent，the Branch of China National Foreign Trade Transportation Corporation at the port of destination.
（C）Immediately after the departure of the carrying vessel，the Sellers shall airmal one set of the duplicate documents to the Buyers and two sets to the Branch of China National Foreign Trade Transportation Corporation at the port of destination.
4.Dangerous Cargo Instruction Leaflets：For dangerous and/or poisonous cargo，the Sellers must provide instruction leaflets stating the hazardous or poisonous properties，transportation，storage and handling remarks， as well as precautionary and first-aid measures and measures against fire. The Sellers shall airmail， together with other shipping documents， three copies each of the same to the Buyers and the Branch of China National Foreign Trade Transportation Corporation at the port of destination.
5.Inspection： It is mutually agreed that the certificates of quality and quantity or weight issued by the Manufacturer shall be part of the documents to be presented to the paying bank for negotiation of payment. However，the inspection of quality and quantity or weight shall be made in accordance with the following：
（A）For General Cargo： In case the quality，quantity or Weight of the goods be found not in conformity with those stipulated in this Contract after re-inspection by the china Commodity Inspection Bureau within 60 days after arrival of the goods at the port of destination， the Buyers shall return the goods to or lodge claims against the Sellers for compensation of losses upon the strength of Inspection Certificate issued by the said Bereau， with the exception of those claims for which the insurers or owners of the carrying vessel are liable. All expenses （including inspection fees） and losses arising from the return of the goods or claims should be borne by the Sellers. In such case， the Buyers may， if so requested， send a sample of the goods in quetion to the Sellers， provided that sampling is feasible.
（B）For pharmaceutical： Pharmaceutical imported into China are subject to laws and regulations of the People's Republic of China. Disqualitied pharmaceutical are prohibited to be imported. It is mutually agreed that for the quality of the contracted goods in this category， the Inspection Certificate issued by the China Commodity Inspection Bureau after inspection the goods within 90 days from the date of arrival at the port of destination shall be taken as final and binding upon both parties. The Sellers shall take back all the disqualified goods and compensate the Buyers for the value of the goods plus all losses sustained due to return of the cargo， such freight， storage charges， insurance premium， interest， inspection charges， etc.Should the quantity/weight be found not in conformity with those stipulated in this Contract after inspection by the China Commodity with those stipulated in this Contract after inspection by the China Commodity Inspection Bureau， the Buyers shall have the right to claim against the Sellers for compensation of losses within 60 days after the arrival of the goods at the port of destination on the basis of the Inspection Certificate issued by the said bureau.
6.Force Majerue： The Sellers shallnot be held responsible for late delivery or non-delivery of the goods owing to generally recognized "Force Majerue"causes. However，in such case，the Sellers shall immediately cable the Buyers the accident and airmail to the Buyers within 15 days after the accident， a certificate of the accident issued by the competent government authorities or the chamber of commerce which is located at the place where the accident occurs as evidence thereof. With the exception of late delivery or non-delivery due to "Force Majeure"causes， in case the Sellers fail to make delivery within the time as stipuated in the contract，the Sellers should indemnify the Buyers for all losses and expenses incurred to the latter directly attributable to late delivery or failure to make delivery of the goods in accordance with the terms of this contract.If the "Force Majeuer"cause lasts over 60 days， the Buyers shall have the rigt to cancel the Contract or the undelivered part of the Contract.
7.Arbitration： All disputes in connection with this Contract or the execution there of shall be amicably settled through negotiation. In case no settlement can be reached between the two Parties， the case under dispute shall be submitted to the Trade Arbitration Commission of the China Council for the Promotion of International Trade for arbitration. The arbitration shall take place in Beijing，china and shall be executed in accordance with the Provisional Rules of Procedure of the said Commission and the decision made by the Arbitration Commission shall be accepted as final and binding upon both parties. The fees for arbitration shall be borne by the losing Party unless otherwise awarded.