补偿贸易合同　　

Compensation Trade Contract

　　This Contract made on…,20,at_____,China,between ABC Co.(hereinafter called Party A)with its principal office at__________,China,and XYZ Co.(hereinafter called Party B)with its principal office at_____,USA

　　WITNESSES

　　Whereas Party B has machines and equipment,which are now used in Party B’s manufacturing of steel wire rope,and is willing to sell to Party A the ?machines? and equipment;and

　　Whereas Party B agrees to buy the products,steel wire rope,made by Party A using the machines and equipment Party B supplies,in compensation of the price of the machines and equipment;and

　　Whereas Party A agrees to purchase from Party B the machines and equipment;and

　　Whereas Party A agrees to sell to Party B the products,the steel wire rope,in compensation of the price of Party B’s machines and equipment;

　　NOW THEREFORE,in consideration of the premises and convenance ?described? hereinafter,Party A and Party B agree as follows:

　　1. Purchase Arrangement

　　Party A agrees to purchase from Party B the following commodity under the terms and conditions set out below:

　　1.1?Commodity,Specifications and Its Capability

　　Commodity:

　　Specifications:

　　Capability:

　　1.2?Quantity

　　1.3?Price:On FOB_____basis.

　　Unit Price:US $_____;Total Price:US $_____

　　1.4?Payment

　　The price of the machines and equipment shall be compensated with the products,the steel wire rope,manufactured by Party A using the machines and equipment.The payment of the total price shall be effected three times equally in three successive years,beginning in 1.5?Shipment

　　Time of shipment:

　　Port of loading:

　　Port of destination:

　　Shipping marks:

　　1.6?Insurance

　　To be effected by Party A.

　　1.7?Inspection

　　1.8?Guarantee

　　Party B guarantees that the machines and equipment are unused,sophisticated and of best quality,and that the machines and equipment are capable of manufacturing the steel wire rope of____specifications with a production of____meters per hour.

　　2. Sales Arrangement

　　Party A sells to Party B the steel wire rope in compensation of the price of the machines and equipment Party B sells to Party A.

　　2.1?Commodity and Specifications

　　Commodity:steel wire rope.

　　Specifications:

　　2.2?Quantity

　　_______meters of steel wire rope per year,of which the price shall be US $_____ per annum.

　　2.3?Price

　　The price of the steel wire rope shall be set on the basis of the prevailing price in the world market at the time when shipment is made.The price shall be based on CIF basis.

　　2.4?Shipment

　　Shipment shall be made twice a year,in June and in December,each for the value of_____.

　　Port of loading:

　　Port of destination:

　　Shipping marks:

　　2.5?Packing

　　To be packed in wooden reels.

　　2.6?Payment

　　Payment shall be effected by confirmed and irrevocable letter of credit in favour of Party A,payable at sight,allowing transshipment.The letter of credit shall reach Party A 15 days before the month of shipment and shall be valid for not less than 90 days.

　　The letter of credit shall be in strict accordance with the terms and conditions of the contract.Otherwise,Party B shall be held responsible for the delay in shipment and Party A may lodge claims against Party B for the losses arising therefrom.All the expenses arising from the ?amendments? shall be for Party B’s account.

　　2.7?Insurance

　　To be covered by Party A for 10% of the invoice value,covering WPA and War Risk.? 2.8?Inspection

　　The quality certificate issued by Party A shall be regarded as ?final.If,on arrival of the goods at the port of destination,Party B finds the quality not up to the specifications mentioned above,Party B shall notify Party A within 45 days after arrival of the goods at the port of destination.Both Parties shall have consultations for a settlement of the matter in dispute.

　　3. Force Majeure

　　Party A or Party B shall not be held responsible for any failure or delay in delivery of the entire lot or a portion of the goods under the contract as a result of any force majeure accident(s).

　　4. Arbitration

　　All disputes arising in connection with this contract or in the execution thereof,should be settled amicably through negotiations.In case no settlement can be reached,the case in dispute shall then be submitted for arbitration in____.The decision of the arbitration shall be accepted as final and binding upon both parties.

　　5. Governing Law

　　The formation,interpretation and performance of the contract shall be governed by the laws of the People’s Republic of China.

　　6. Original Text

　　The contract is made,in English,in two originals,one for each party.

　　7. Duration?　　

　　Party A: Party B:

　　(Signature) (Signature)