Document Sample
					                             PURCHASE & SALES CONTRACT

                             (No.001/ HT-SUPPLIER/DEC/2011)

                                                                         Date: DEC 8, 2011

This Purchase And Sales Contract (“Contract”) made by and between:

      HAITAI CONFECTIONERY FOODS CO., LTD. a company incorporated under the laws

      of South Korea, having office address at, 131-1, NAMYOUNG-DONG, YONGSAN-GU,




(The BUYER and The SELLER collectively referred to as “The Parties” and “Party” mean one of

the Parties)

The BUYER has agreed to buy and the SELLER has agreed to sell the commodity in accordance

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with the following terms and conditions.

Commodity                :

Manufacturer             :
Quantity                 :

Quality                  :   The COMODITY quality shall be in conformity to sample of
                             Commodity      approved      by     the   Parties   and   complying     with
                             specifications mutually agreed as mentioned in the past

Price                    :

Shipment                 :   The Parties agree to make shipment schedule upon agreement of
                             the commodity price and quantity made by the Parties.

Payment                  :   LC AT SIGHT OF UNDER CONDITION

Shipping Documents       :   The SELLER shall send copy of the following shipping documents
                             first by facsimile or email and also by courier service to the BUYER
                             immediately after the shipment:
                             1.   Full set of clean on board ocean Bill of Lading
                             2.   Signed Commercial Invoice
                             3.   Packing List
                             4.   Certificate    of   Analysis    of   commodity       name   (included
                                  manufacturing flow chart)
Quality                  :   Should there be any quality defect or complaints, the Buyer should
Defects/Complaints           advise the Seller within 45 days from receipt of goods at
                             destination port.
                             The complaints will thereafter be evaluated by Seller based on
                             relative evidence and settled amicably between Buyer and Seller in

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                              best interest of both parties.
                              The following compensation and specific solution are needed
                              under following complaints.

Penalty                       If SUPPIER can’t meet this contract condition and price
                               herewith, SUPPIER should guarantee the all loss related and
                               additional cost.

Force Majeure             :   The Parties shall be relieved from their obligation with respect to
                              the sale, delivery, purchase and distribution of the goods upon the
                              occurrence and for the duration of any event of “Force Majeure”,
                              provided that the Party hereto so relieved of its obligations shall
                              inform within seven working days by facsimile or written notice the
                              other Party of the occurrence of such event. However, if by reason
                              of this clause, performance by the Parties is suspended more that
                              6 months, either Party may terminate this Contract upon written

                              For purpose of this Contract, “Force Majeure” shall be defined as
                              Acts of Gods, war, civil commotion, hostilities, earthquake, strike,
                              fire, flood, and more generally any event beyond the control and
                              reasonable foresee ability of the Parties which renders impossible
                              the performance of one Party’s obligations.

                              The purchase price provided for here above will remain unchanged
                              for the duration of the suspension of the Contract by reason of
                              “Force Majeure”.

Governing     Law   and   :   The formation, validity, construction and performance of this
Trade Terms                   Contract shall be governed by and construed under the laws of
                              the Republic of Korea. The trade terms under this Contract, unless
                              otherwise the context requires, shall be governed by and
                              interpreted under the provisions of the International Rules for the
                              Interpretation   of   Trade      Terms   INCOTERMS   2010   and   its
                              Supplements, prevailing at the date of the shipment of the goods

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Arbitration      :   All disputes, controversies or differences that may arise between
                     the Parties, out of or in connection with or in relation to this
                     Contract, or for the breach thereof, shall be settled by arbitration
                     in Korea, in accordance with the Korean Commercial Arbitration
                     Board. The award of arbitrator(s) shall be final and binding upon
                     both Parties.

Assignment       :   No assignment of this Contract or of any right or obligation
                     accruing hereunder shall be made, in whole or in part, by any
                     party without prior written consent of the other party.
Enforceability   :   This Contract shall become binding and enforceable against the
                     SELLER when (i) signed or accepted by the SELLER, (ii) signed and
                     delivered by the BUYER to the SELLER unless the SELLER gives the
                     BUYER written notice of objection to its contents within ten (10)
                     days after receipt hereof, (iii) any instructions have been given to
                     the BUYER as to payment or acceptance of the Goods, (iv) the
                     SELLER has shipped any part of the Goods, (v) the SELLER has sent
                     its sales confirmation to the BUYER, or (vi) the SELLER has
                     indicated in some other manner its acceptance of this Contract,
                     whichever is earlier.

Termination of   :   The Parties agree duration of this Contract will be terminated upon
Contract             completion of rights and obligations of each Party in this Contract.

Attachment       :   The Parties agree any attachment or consent in writing by the
                     Parties will be attached in this Contract and shall not be separated
                     from this Contract.

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                    and   FOODS CO., LTD.

                    _            ______________

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