Contract NO.:

　　Date of Signature

　　Place of Signature

　　TABLE OF CONTENTS

　　ARTICLE 1: PURPOSE AND SCOPE 合同目的

　　ARTICLE 2: DUTIES OF PARTY B 乙方的義務(wù)

　　ARTICLE 3: DUTIES OF PARTY A 甲方的義務(wù)

　　ARTICLE 4: STIPULATION OF PRICE 價款的約定

　　ARTICLE 5: TERMS OF PAYMENT 費用支付約定

　　ARTICLE 6: REPRESENTATION 各方承諾

　　ARTICLE 7: LICENSES AND PERMITS 各方經(jīng)營執(zhí)照與許可

　　ARTICLE 8: DURATION AND TERMINATION 合同有效期與終止

　　ARTICLE 9: LIABILITY 責(zé)任

　　ARTICLE 10: INSURANCE 保險

　　ARTICLE 11: FORCE MAJEURE 不可抗力

　　ARTICLE 12: CONFIDENTIALITY 保密

　　ARTICLE 13: MODIFICATIONS 合同條款的變更

　　ARTICLE 14: LANGUAGE 文本

　　ARTICLE 15: ENTIRE CONTRACT 合同的整體性

　　ARTICLE 16: NOTICE 通知

　　ARTICLE 17: APPLICABLE LAW 適用法律

　　ARTICLE 18: RESOLUTION OF DISPUTES 爭議處理方式

　　ARTICLE 19: OTHERS 其他約定

　　Between

　　Hereinafter referred to as"Party A"

　　And Hereinafter referred to as"Party B", Solely called"Party"and together"the Parties"

　　IT IS HEREBY AGREED that in consideration of the mutual promises set out below, the Parties agreed on the terms and conditions, contained in the present Contract (hereinafter referred to as"the Contract").

　　ARTICLE 1: PURPOSE AND SCOPE

　　Party A gives to Party B who agrees and accepts to organize, in his own name but for and on behalf of Party A, the shipment of Cargo as mentioned in Appendix 1 (hereinafter referred to as"Cargo") from Lome, Togo (hereinafter referred to as"the place of Lading"to Diffa, Niger(hereinafter referred to as"the place of Destination").

　　ARTICLE 2: DUTIES OF PARTY B

　　2.1 Party B agrees and undertakes to organise the shipment of the Cargo from the place of Lading to the place of Destination within forty(40) natural days and will be in charge of the following:

　　1) Cargo collection from the place of Lading. Party B promises to collect Cargo without delay, efficiently, and felicitously in order to avoid demurrage charge;

　　2) Port formalities, warehousing, clearance in the place of Lading.

　　3) Loading onto trucks properly and appropriately at the place of Lading;

　　4) Transportation from the place of Lading to the place of Destination, including transit border formalities in Burkina Faso;

　　5) Customs clearance at the place of Destination. For duty-free Cargo, if there are special methods for the Customs clearance, Party B pledges to succeed in taking one of those methods at his cost and expense; If Party A informs Party B formally to pay the Customs duties & Taxes, payment of Customs duties & Taxes included, otherwise excluded.

　　2.2 Party B commits to send to Party A a formal list enumerating all the documents of the Customs clearance and border transit and other necessary documents at least thirty(30) working days before the arrival of the conveyance at the place of Lading. Party B is responsible for accurately translating the original documents into other language required by the authorities.

　　2.3 Party B guarantees and never fail to send to Party A a detailed report of all the shipments every day.

　　2.4 Party B pledges to obey all the laws of related countries and regions, take all measures to protect the environment and ensure the Cargo safety.

　　ARTICLE 3: DUTIES OF PARTY A

　　3.1 For general Cargo, Party A commits to send to Party B all the documents, included in the Party B’s formal list, at least ten (10) working days before the arrival of the conveyance at the place of Lading. For air shipment, the complete set of documents will be sent to Party B the day of the shipment command of each Cargo.

　　3.2 Party A shall inform Party B of the suitable means of loading and unloading. Party A shall unload the Cargo at the rate of 500 tons per day or 2 trucks per day after 72 hours of the truck’s arrival at the place of Destination. Otherwise detention charges of 100 EUR will be applied per immobilized conveyance per day.

　　3.3 Party A has the right of terminating Contract, altering the consignee and the place of Destination.

　　ARTICLE 4: STIPULATION OF PRICE

　　4.1 Rates mentioned in Appendix 2 are all charge from the place of Lading to the place of Destination. Any other rate shall be subject to additional quotation by Party B and written acceptance by Party A.

　　4.2 Any alteration to the Rates and/or conditions stipulated in the Appendix 2 to the Contract are subject to written mutual consent of the Parties hereto, effective from the date agreed upon, or lacking such date, from the date of signature. Verbal Contracts are null and void.

　　4.3 Each Party shall have the right to renegotiate Rates and/or conditions subject to discussion and written mutual consent of the Parties that will be formalized by an appendix of the Contract. Verbal Contracts are null and void. If there is no alteration agreed by the parties, the rates are constant and fixed.

　　ARTICLE 5: TERMS OF PAYMENT

　　5.1 Party A shall pay Party B for the services without delay according to the following conditions: If Party B hands all the exact documents and bills, including but not limited to bills of entry, lists of lading, over to Party A, the lumpsum in Appendix 2 will be paid at least thirty (30) working days after the unloading of the last Cargo at the place of Destination.

　　5.2 Transportation expenses shall be settled in USD. If exchange is needed, the exchange rate of USD and EUR shall be calculated according to the rate of USD and EUR on the date of issue.

　　5.3 Party B has no right of lien and priority on any or all Cargo, property of Party A.

　　ARTICLE 6: REPRESENTATION

　　6.1 The Parties shall, at all times, comply fully with all applicable laws and regulations issued by any related authority having jurisdiction.

　　6.2 The Parties expressly warrant that the individual executing the Contract on its behalf is a duly authorized representative of the Party, and has full authority to execute the Contract on the Party’s behalf.

　　ARTICLE 7: LICENSES AND PERMITS

　　7.1 Party A shall obtain and maintain at his cost and expense all necessary licenses and permits required to import the Cargo.

　　7.2 Party B shall obtain and maintain at his cost and expense all necessary licenses, staffs, instruments and equipments for the shipment.

　　ARTICLE 8: DURATION AND TERMINATION

　　8.1 The Contract in its entirety will come into force at the date of signature and will be in effect until the delivery of the last shipment.

　　8.2 The Contract may be terminated with immediate effect by any Party, if the other Party:

　　1) makes it clear not to perform the Contract obligations;

　　2) is declared insolvent or bankrupt and the like;

　　3) ceases its business, operations or legal existence.

　　8.3 If the Party suffers a loss because of the termination, the other Party should compensate for it corresponding to his fault.

　　8.4 In the event of termination, the Parties agree to comply with any obligation arising hereunder up to the termination date and, as appropriate, thereafter. The Parties shall not knowingly use or permit the use of any information obtained during its relationship to the disadvantage of the other Party or for the profit of its own or any third Party’s interest.

　　ARTICLE 9: LIABILITY

　　9.1 If any event or accident occurs, including loss, damage and impairment, when the Cargo is in Party B’s custody, Party B should inform Party A within 24 hours, presenting related information and documents in writing. Failing to do so, any claims directed against Party B shall be come into being.

　　9.2 For any event, loss or damage occurring due to Party B's negligence or fault, Party B shall bear the responsibility toward Party A or Party A’s Cargo insurer. And likewise, for any event, loss or damage occurring due to Party A's negligence or fault, Party A shall bear the responsibility toward Party B.

　　9.3 The Parties expressly agree to exclude any indemnity from Party B to Party A for exemplary and/or punitive damages levied against Party A. Notwithstanding anything to the contrary herein, the Parties agree to waive and release against one another any claim for exemplary, consequential or punitive damages, regardless of fault.

　　ARTICLE 10: INSURANCE

　　10.1 Party A shall purchase the all-risk insurance on the Cargo remitted to Party B. Party B has also the possibility upon written request from Party A to subscribe a Cargo insurance on Party A’s behalf. The cost of such insurance shall be for Party A’s account.

　　10.2 Although Party A would like that Party B organises convoys of imported vehicles own wheel drive, Party A will have no obligation to subscribe, through Party B, a specific driving insurance. If the driving insurance for own wheel transportation is compulsory for the crossing countries. The cost of such insurance shall be for Party B’s account.

　　10.3 In any event, though Party A fails to purchase Cargo insurance, Party B should strive to minimise the losses.

　　ARTICLE 11: FORCE MAJEURE

　　If Party B is prevented from executing the Contract by force majeure, such as but not limited to earthquake, typhoon, flood, fire and war and other unforeseen events, or any other unpreventable and unavoidable event, Party B should strive to minimise the losses correctly and reasonably and notify Party A in twenty-four hours and provide him with detailed information of events explaining the reason for its inability to execute or delay in the execution of all or part of the Contract.

　　ARTICLE 12: CONFIDENTIALITY

　　The Parties shall preserve strict confidentiality concerning the services and business. This undertaking shall extend beyond any termination of the Contract, or the Parties’ co-operation. Each Party shall be responsible for any non-compliance herewith of its employees, its servants, agents, or their respective sub-parties.

　　ARTICLE 13: MODIFICATIONS

　　The Contract contains the entire understanding between the Parties and supersedes and replaces any prior Contract or understanding, be it written or verbal. Any additions and modifications hereto shall be by written instrument signed by the Parties. Such instrument would form part of the Contract.

　　ARTICLE 14: LANGUAGE

　　In case of contradiction between the English version of the Contract and its translation of other language versions for better understanding of the English part, the English version shall prevail.

　　ARTICLE 15: ENTIRE CONTRACT

　　The Contract, together with the attached Appendix, constitutes the entire Contract between the Parties. To the extent of any inconsistency or conflict between any provisions of the Contract and the Appendix, the provisions of Contract shall prevail.

　　ARTICLE 16: NOTICE

　　16.1 Notices which serve to alter, revise, terminate or otherwise have a material impact or in the ordinary execution of the Parties’ obligations on the Contract shall be served by registered mail or courier service or, in the event expeditious notice is required, by fax or electronic mail confirmed by courier service or registered mail to one of the communication addresses appointed in the Contract.

　　16.2 Where notices are served orally, the Party served may demand the notice reconfirmed by one of the means of communication in the Contract.

　　ARTICLE 17: APPLICABLE LAW

　　The Contract shall be governed by and construed in accordance with the laws of .

　　ARTICLE 18: RESOLUTION OF DISPUTES

　　18.1 Any dispute arising from or in connection with this Agreement shall be settled amicably through negotiation.

　　18.2 If no settlement is reached through negotiation, the case shall be submitted to International Economic and Trade Arbitration Commission for arbitration .

　　18.3 The arbitral award is final and binding upon both parties. Neither party may bring a suit before a law court or make a request to any other organization for revising the arbitral award.

　　18.4 The arbitration fee shall be borne by the losing party unless otherwise awarded by the arbitration tribunal.

　　ARTICLE 19: OTHERS

　　19.1 The headings to the Clauses of the Contract are inserted for convenience only and do not form part of the Contract and have no effect upon its interpretation.

　　19.2 Should any of the provisions of these terms of the Contract be found invalid or cancelled, all other provisions shall remain in full force and effect.

　　Party A:

　　Signed by____ (Signature)

　　For and on behalf of

　　Party B:

　　Signed by___ (Signature)

　　For and on behalf of