IV. Read the sales contract and answer the four short questions (5*4=20 points) 1. What method is used to specify the quality of the commodity? 2. If 515MT is delivered, does the seller breach the contract and why? 3. Does the unit price quoted include the freight and insurance premium and why? 4. Please make a shipping mark for the seller. SALES CONTRACT : Date: April.04.2016 ##4: Contract No.: OGOLF20160415 :OGO USA INC. The Seller: 125 Crosscreek Drive, Unit 110 Summerville SC 29485 USA : SliANXI BEST FOOD CO.,LTD. The Buyer: Changhong Gongyeyuan, Fengxiang. Baoji City, Shaanxi, China . TEL: +869177715699 FAX: +86 9177725699 : This Contract is entered into by and between the Buyer and the Seller, whereby the Buyer agrees to buy and the Seller agrees to sell the under-mentioned commodity according to the terms and conditions stipulated below. (1): Name of Commodity: Alfalfa Hay, (2) : Specifications and Quality requirments A #1 Quality Alfalfa Hay. Specifications: >22%, Protein: 22%min; >200, RFV 200min; 12% Moisture: 12%max; No CMO (3) :450,4040 Packing Unit: 450kg sleeve bale-double compressed packing in 40' or 40' HQ Containers. (4) : Trade Mark: 4+ (OGO USA INC/ZHI) (5) : 500,10% #1 Hay: 500MT,+/-10% MORE OR LESS ALLOWED. (6) : 335, Unit Price:USD335.00/MT CIF Qingdao, China. (7) :,,, ,) Final destination: XP'an Land port, Shaanxi. (The original bill of loading provided by the seller shows the final destination should conform th the policy of the shipping company) (8) : Total Amount: USD167,500.00 (9) :( USA 100413) Country of Origin: USA (USA 100413) (10): Time of Shipment: 20160615; loaded on board before JUN 15, 2016. MIL),90 Payment: The buyer will open irrevocable L/C at 90 days in favor of OGO USA INC., 125 Crosscreek Drive, Unit 110 Summerville SC 29483 USA within 7 working days after signed contract : The information of advising bank: TORONTO DOMINION BANK Global Trade Finance Export Letter of Credit Department 500 ST. Jacques ST., 8th Floor, Montreal, Quebec H2Y 1S1 SWIFT: TDOMCATTMTL (12) : Documents: : The Seller shall provide the following documents: A.3,, Complete set of 3 original clean on board, and the bill of lading should be marked freight prepaid . B.3; Invoice in 3 originals: indicating contract number C.3;: Packing List in 3 originals: indicating contract number, net weight of the total shipment . D. 1 Feed analysis report in I copy issued by NFTA certified lab. E.11 Weight Certificate in 1 original and I copy F.11 Phytosanitary Certificate in original and I copy issued by USDA. G. 1/1; Certificate of Origin in 1 original and I copy to be issued by local chamber of commerce. H.1 NON-GMO report in 1 copy issued by NFTA certified lab. 1.1, Verticillium test report in 1 copy issued by NFTA certified lab. 1.11 Non-Wood Packing Certification in original and I copy. K. 11 Insurance policy in original and I copy issued by insurance companies with buyer as the beneficiary (13):,72 ,, Advice of Shipment: The Seller shall, within 72 hours after the expected completion of loading, advise the Buyer of the contract number, name of commodity, number of packages, net weight, invoice value, name and voyage number of the vessel and estimated loading date in writing. (14), Inspection and Claim: A,,, , Before loading of the commodity, the Seller shall arrange a precise and comprehensive inspection of the commodity and have certificates in respect of quality. specifications, quantity and weight of the commodity to confirm that the commodity is in conformity with the stipulations of this Contract. B. , ,,, 21,21, , After arrival of the commodity at the port of destination, the Buyer can apply to the internationally recognized independent Surveyor for inspection in respect of the quality, specifications, quantity and weight of the commodity. If any inconsistency is found between the commodity and this Contract in respect of the quality. specifications, quantity or weight of the commodity, claim shall be lodged by the Buyer against the Seller within 21 days after the arrived date of the commodity at the port of destination Seller's liability ends 21 days after arrival destination port and buyer's responsibilty begins. (15) :,, , ,, ,14 ,30 , Force Majeure: If, due to occurrence of an event of Force Majeure which is unforeseeable, unavoidable and insurmountable, the Seller delays or fails to make delivery of the commodity, or the Buyer delays or fails to take delivery of the commodity, neither the Seller nor the Buyer shall be responsible for such delay or failure to make or take delivery. However, the party purporting Force Majeure shall advise the other party in writing inmediately upon the occurrence of the Force Majeure event and shall, within 14 days after the occurrence of the Force Majeure event, provide the other party with a certificate of the Force Majeure issued by the competent governmental authorities of the place where the Force Majeure occurred as evidence thereof. In the event the "Force Majeure" causes last over 30 days, the Buyer or seller shall have the right to cancel the contract or the part of the contract in respect of the undelivered commodity 16:, ;, , Arbitration: Any dispute arising from or in connection with this Contract shall be settled friendly through negotiation. In case no settlement can be reached by negotiation, the dispute shall be submitted to China International Economic and Trade Arbitration Commission for arbitration which shall be conducted in Beijing in accordance with the Commission's arbitction rules in effect at the time of applying for arbitration. The arbitral award shall be finul and binding upon both parties. (17) :: Governing law: This Contract shall be subject to and construed in accordance with the laws of the People's Republic of China. (18) : Other Terms and Conditions: A. This Contract shall come into force upon the signing by the representative each of the Buyer and Seller and being affixed with the respective chop of the Buyer and Seller. B., This Contract is concluded in duplicate, cach to be held by the Seller and the Buyer. C.:;, This contract is written in Chinese un inglish. If there is any conflict or discrepancy between Chinese version and English version, then the Chinese version shall prevail. : The Seller: OGO USA INC. 125 Crosscreek Divenir 110 Summerville SC 2948S USA ) : The Buyer: SHAANXI BEST FOOT CO.,LTD IV. Read the sales contract and answer the four short questions (5*4=20 points) 1. What method is used to specify the quality of the commodity? 2. If 515MT is delivered, does the seller breach the contract and why? 3. Does the unit price quoted include the freight and insurance premium and why? 4. Please make a shipping mark for the seller. SALES CONTRACT : Date: April.04.2016 ##4: Contract No.: OGOLF20160415 :OGO USA INC. The Seller: 125 Crosscreek Drive, Unit 110 Summerville SC 29485 USA : SliANXI BEST FOOD CO.,LTD. The Buyer: Changhong Gongyeyuan, Fengxiang. Baoji City, Shaanxi, China . TEL: +869177715699 FAX: +86 9177725699 : This Contract is entered into by and between the Buyer and the Seller, whereby the Buyer agrees to buy and the Seller agrees to sell the under-mentioned commodity according to the terms and conditions stipulated below. (1): Name of Commodity: Alfalfa Hay, (2) : Specifications and Quality requirments A #1 Quality Alfalfa Hay. Specifications: >22%, Protein: 22%min; >200, RFV 200min; 12% Moisture: 12%max; No CMO (3) :450,4040 Packing Unit: 450kg sleeve bale-double compressed packing in 40' or 40' HQ Containers. (4) : Trade Mark: 4+ (OGO USA INC/ZHI) (5) : 500,10% #1 Hay: 500MT,+/-10% MORE OR LESS ALLOWED. (6) : 335, Unit Price:USD335.00/MT CIF Qingdao, China. (7) :,,, ,) Final destination: XP'an Land port, Shaanxi. (The original bill of loading provided by the seller shows the final destination should conform th the policy of the shipping company) (8) : Total Amount: USD167,500.00 (9) :( USA 100413) Country of Origin: USA (USA 100413) (10): Time of Shipment: 20160615; loaded on board before JUN 15, 2016. MIL),90 Payment: The buyer will open irrevocable L/C at 90 days in favor of OGO USA INC., 125 Crosscreek Drive, Unit 110 Summerville SC 29483 USA within 7 working days after signed contract : The information of advising bank: TORONTO DOMINION BANK Global Trade Finance Export Letter of Credit Department 500 ST. Jacques ST., 8th Floor, Montreal, Quebec H2Y 1S1 SWIFT: TDOMCATTMTL (12) : Documents: : The Seller shall provide the following documents: A.3,, Complete set of 3 original clean on board, and the bill of lading should be marked freight prepaid . B.3; Invoice in 3 originals: indicating contract number C.3;: Packing List in 3 originals: indicating contract number, net weight of the total shipment . D. 1 Feed analysis report in I copy issued by NFTA certified lab. E.11 Weight Certificate in 1 original and I copy F.11 Phytosanitary Certificate in original and I copy issued by USDA. G. 1/1; Certificate of Origin in 1 original and I copy to be issued by local chamber of commerce. H.1 NON-GMO report in 1 copy issued by NFTA certified lab. 1.1, Verticillium test report in 1 copy issued by NFTA certified lab. 1.11 Non-Wood Packing Certification in original and I copy. K. 11 Insurance policy in original and I copy issued by insurance companies with buyer as the beneficiary (13):,72 ,, Advice of Shipment: The Seller shall, within 72 hours after the expected completion of loading, advise the Buyer of the contract number, name of commodity, number of packages, net weight, invoice value, name and voyage number of the vessel and estimated loading date in writing. (14), Inspection and Claim: A,,, , Before loading of the commodity, the Seller shall arrange a precise and comprehensive inspection of the commodity and have certificates in respect of quality. specifications, quantity and weight of the commodity to confirm that the commodity is in conformity with the stipulations of this Contract. B. , ,,, 21,21, , After arrival of the commodity at the port of destination, the Buyer can apply to the internationally recognized independent Surveyor for inspection in respect of the quality, specifications, quantity and weight of the commodity. If any inconsistency is found between the commodity and this Contract in respect of the quality. specifications, quantity or weight of the commodity, claim shall be lodged by the Buyer against the Seller within 21 days after the arrived date of the commodity at the port of destination Seller's liability ends 21 days after arrival destination port and buyer's responsibilty begins. (15) :,, , ,, ,14 ,30 , Force Majeure: If, due to occurrence of an event of Force Majeure which is unforeseeable, unavoidable and insurmountable, the Seller delays or fails to make delivery of the commodity, or the Buyer delays or fails to take delivery of the commodity, neither the Seller nor the Buyer shall be responsible for such delay or failure to make or take delivery. However, the party purporting Force Majeure shall advise the other party in writing inmediately upon the occurrence of the Force Majeure event and shall, within 14 days after the occurrence of the Force Majeure event, provide the other party with a certificate of the Force Majeure issued by the competent governmental authorities of the place where the Force Majeure occurred as evidence thereof. In the event the "Force Majeure" causes last over 30 days, the Buyer or seller shall have the right to cancel the contract or the part of the contract in respect of the undelivered commodity 16:, ;, , Arbitration: Any dispute arising from or in connection with this Contract shall be settled friendly through negotiation. In case no settlement can be reached by negotiation, the dispute shall be submitted to China International Economic and Trade Arbitration Commission for arbitration which shall be conducted in Beijing in accordance with the Commission's arbitction rules in effect at the time of applying for arbitration. The arbitral award shall be finul and binding upon both parties. (17) :: Governing law: This Contract shall be subject to and construed in accordance with the laws of the People's Republic of China. (18) : Other Terms and Conditions: A. This Contract shall come into force upon the signing by the representative each of the Buyer and Seller and being affixed with the respective chop of the Buyer and Seller. B., This Contract is concluded in duplicate, cach to be held by the Seller and the Buyer. C.:;, This contract is written in Chinese un inglish. If there is any conflict or discrepancy between Chinese version and English version, then the Chinese version shall prevail. : The Seller: OGO USA INC. 125 Crosscreek Divenir 110 Summerville SC 2948S USA ) : The Buyer: SHAANXI BEST FOOT CO.,LTD