Contract No.: __________
　　Date of Signing: _________
　　Place of Signing: _______
　　The two Parties:
　　Party A: ________________________________
　　Address: ________________________________
　　Tel:_________________Fax: _______________
　　E-mail: _________________________________
　　Party B: ________________________________
　　Address: _______________________________
　　Tel:_________________Fax: ________________
　　E-mail:_________________________________
WITNESSETH
Whereas Party B has machines equipment which are now used in Party B's manufacturing of _______ is willing to sell to Party A the machines equipment;
　　 Whereas Party B agrees to buy the products _______ made by Party A using the machines equipment Party B supplies in compensation for the price of the machines equipment
　　 Whereas Party A agrees to purchase Party B the machines equipment
　　 Whereas Party A agrees to sell to Party B the products _______ in compensation of the price of Party B's machines equipment; Now therefore in consideration of the premises covenants described hereinafter Party A Party B agree a follows:
　　
ARTICLE 1 TRANSACTIONS
　　 A) Party B agrees to provide Party A with _________ machines to be used in production their auxiliary machinery accessories spare parts a variety of measuring testing instruments required in the process of production. The details of the models names specificationsquantity prices packing delivery etc. thereof shall be specified in an additional equipment-import agreement to be concluded by between both parties which shall serve as an component part hereof.
　　 B) The total value of the machines auxiliary equipment etc. supplied by part B shall be paid off by Party A with part of the manufactures made therewith /or other goodswith(designate name)products made in (Name of the plant)if both parties agree. The specific name(s) quantity price delivery etc. of the goods granted as the make-up payment shall be decided in an additional compensation goods-supply agreement made by the parties which shall serve as a component part hereof. The equipment-import agreement compensation-goods-supply agreement aforesaid may be merged as one called sales agreement on compensation trade(See appendix).
　　
ARTICLE 2 PAYMENT
　　 Both parties agree to open letters of credit in favor of each other i.e. Party A will open at regular intervals long term letters of credit in favor of Party B to pay by installments the total cost of the machines auxiliary equipment provided by Party B; as Party B will open sight letters of credit in favor of Party A to pay the products to be delivered by Party A. Party A shall pay for the total cost of the machines auxiliary equipment with the money remitted by Party B as reimbursement for the products to be delivered by Party A. In case the sum to be paid by Party B fails to cover the value of the long-term letters of credit opened by Party A the difference shall be made up by Party B by paying that much to Party A in advance before the long-term letters of credit are due to enable Party A to reimburse on time the long-term letters of credit it opens. The payment of the long-term letters of credit opened by Party A is based on Party B's opening a sight letter of credit under the provisions on its paying the advance required herein. Thus Party B warrants guarantees covenants that it will open the letters of credit pay the advance as provided herein.
　　
ARTICLE 3 REIMBURSEMENT
　　Party A shall reimburse Party B for all the machines auxiliary equipment supplied by Party B by delivering goods to Party B on a monthly basis the reimbursement will last for___ year(s) ____months(s). The reimbursement shall start approximately ____month(s) after the first delivery of the machines in principle the money to be reimbursed per month shall be ______percent of the total amount due for the machines. With a ______month(s) notice to Party B Party A may reimburse Party B in advance.
　　 Within the reimbursement period Party B shall under the provisions of the additional sales agreement aforesaid open sight irrevocable divisible assignable letters of credit covering the full amount in favor of Party A.
　　
ARTICLE 4 STANDARD MONEY AND PRICE STANDARD
　　 The stard money for this transaction is (Name of currency). All the machinery auxiliary equipment measuring testing instruments etc. provided by Party B shall be valued with (Name of currency) while the goods provided by Party A to Party B as reimbursement shall be valued with the basis price (Name of currency) of the same goods exported by Party A at the time when this agreement is entered into the total price (Name of currency) shall be changed into that of (Name of currency) in accordance with the exchange rate then.
　　
ARTICLE 5 INTREREST
　　Party A shall pay the interest on its long-term letters of credit the interest on the cash in advance rendered by Party B. The annual interest rate is agreed upon at_____%.
　　
ARTICLE 6 TECHNICAL SERVICE
　　The machinery after arrival at its destination shall be installed by Party A Party B shall dispatch its technicians to render spot instructions other necessary technical assistance during the installation of the main machines as may be requested by Party A in case of necessity Party B shall be liable for the losses resulted in such a course of installation technical default on its part.
　　
ARTICLE 7 ADDITIONAL EQUIPMENT
　　During the enforcement of this agreement if it is found necessary that in addition to the machinery equipment listed herein some new accessoriesmeasuring testing instruments are needed for completion of the project (an) additional order(s) may be made through negotiation by the parties. The new items thus added shall be incorporated in agreement.
　　
ARTICLE 8 INSURANCE
　　The machinery auxiliary equipment after shipment shall be insured by Party B. The title thereof shall be transferred into Party B after full payment therefore is made by Party B thereafter the unforeseeable losses concerning the machinery auxiliary equipment shall be indemnified for first by the Insurance Company to Party B then Party B shall remit for Party Ain proportion the sum already paid by Party A for the machineryequipment involved in the contingency.
　　
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 reimbursementParty 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 shall compensate the non-breaching Party for the loss caused thereupon 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 oneboth 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 may provided the case is duly verified by the competent authorities delay in performance ofnot perform the relevant duties hereunder the be partiallyentirely exempted the liability for breach of this agreement.
　　
ARTICLE 13 ARBITRATION
　　Any dispute arising in connection with this Contract shall be submitted to China International Economic Trade Arbitration CommissionShenzhen 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 binding upon both parties the applicable law is the material law of P.R.C.
　　 Notwithsting 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 ______ both of which are of the same effect.
　　 This agreement shall come into effect on the date when both parties set their hs hereunto remain effective for_____ years. Upon its expiration the parties may if they choose extend the term hereof for _____yearsexecute a new cooperation agreement provided they apply to approved by the Authority agencies concerned.
　　
　　Party A　　　　　　　　Party B

　　Representative of___ Representative of____

　　(Authorized Signature)___ (Authorized Signature)