WITNESSETH
Whereas Party B has machines and equipment， which are now used in Party Bs manufacturing of rebar， and is willing to sell to Party A the machines and equipment； and Whereas Party B agrees to buy the products， rebar， made by Party A using the machines and equipment Party B supplies， in compensation for 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， rebar， in compensation of the price of Party Bs machines and equipment； now therefore， in consideration of the premises and covenants described hereinafter， Party A and Party B agree as follows：
1. Transaction
(1) Party B agrees to provide Party A with_________machines to be used in production， their auxiliary machinery， accessories and spare parts and a variety of measuring and testing instruments required in the process of production. The details of the models， names， specifications， quantity， prices， packing， delivery， etc. thereof shall be specified in an additional equipment-import agreement to be concluded by and between both parties that shall serve as a component part hereof.
(2) 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 and/or other goods， or with_____（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 and compensation-goods-supply agreement aforesaid may be merged as one called sales agreement on compensation trade.
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 and auxiliary equipment provided by Party B； whereas 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 and 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 Bs opening a sight letter of credit under the provisions and on its paying the advance required herein. Henceforth， Party B warrants， guarantees and covenants that it will open the letters of credit and pay the advance as provided herein.
3. Shipment
Time of shipment：
Port of loading：
Port of destination：
Shipping marks：
4. Packing
To be packed in wooden reels.
5. 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 and 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 from technical default on its part.
6. Insurance
To be covered by party A for 110﹪of the invoice value， covering W.P.A. and War Risk.
7. Inspection
The quality certificate issued by Part 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 30 days after arrival of the goods at the port of destination. Both Parties shall have consultations for a settlement of the matter in dispute.
8. 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 and shall be partially or entirely exempted from the liability for breach of this agreement.
9. Arbitration
Any dispute arising from or in connection with this Contract shall be submitted to China International Economic and Trade Arbitration Commission， Shenzhen Sub-commission for arbitration that shall be conducted in accordance with the Commissions 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.
10. 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 are approved by the Authority agencies concerned.
Party A
Representative of Party A
Party B
Representative of Party B
注释：
1.合同的陈述部分（recitals）或者说鉴于条款部分（where clause）一般陈述合同签订的整个过程及合同的订立目的。本合同的陈述部分是由小标题 WITNESSETH（证明）和数个并列的WHEREAS 引导的句子组成。有的合同鉴于条款部分将小标题WITNESSETH（证明）省略。
