The seller will endeavor to complete allpackaging within time for the delivery date.
The buyer is responsible for the followingcosts and charges in the sale and transport of goods.
The mode of transport to the point ofdelivery is at the buyer＇s discretion.
The seller will make every effort tocommence transport of the goods so that they will arrive by the delivery date.
If there is any delay，the sellerwill immediately notify the buyer of the delay and the reason for the delay.
The buyer will have the option torenegotiate with the seller for a new delivery date.
The buyer will obtain and pay，on its ownaccount，for all insurance on the goods while in transit.
The parties understand and agree that lawof china will be applied to interprete the contract.
Each party is responsible for obtaining onits own account any other insurance coverage for the goods that he may desire.
Title will be transferred to the buyerwhile goods are delivered to New York port，provided that the buyerhas paid.
If shipment is delayed because the buyerfails to furnish such proof timely，the seller will notbe deemed to have breached the contract.
The buyer covenants that the goods will beshipped to and delivered in American and that the buyer will not ship ordeliver the goods to any other country.
The buyer is entitled to inspect，or to haveits agent inspect，the goods at the seller＇s place of business.
Within 90 days after delivery，the selleragrees to replace the goods found defective free of charges.
The buyer will pay the price by sightdraft.
The buyer will be responsible for obtainingimport license issued by the appropriate agency of USA government，the sellerwill be responsible for obtaining export license issued by the appropriateagency of China government.
IF either party notifies the other partythat it will not or is unable，to perform this agreement，the party receivingnotice is entitled to cancel the agreement.
The date of the cancellation will be thedate on which the party receives the notice of nonperformance.
It is agreed that the parties haveconsidered what would be a reasonable estimate of the damages each would sufferif the other were to breach this agreement.
If the seller cannot deliver the goods theseller will pay to the buyer as liquidated damages the sum of US$1million.
All modifications of this agreement must bein writing and signed by the parties.
The seller agrees that no reliance has beenplaced on any representation other than the provisions contained in theagreement.
To give notice pursuant to this agreement，a party mustsend written notice to the other party at the address stated in this agreement.
A party must notify the other party in writingof any change in address within 90 days of the effective date of the change.
To accept this offer，the buyermust sign and return it without any modifications to the sell，who mustreceive it no later than Jan.9th 2005.
This contract will be binding on bothparties as of the date on which it is signed by the seller.
Please note that your acceptance to theoffer is subject to the conditions printed on the reverse of the letter.
Your order will not create a bindingcontract between both parties.
The delivery will be made within 90 days ofour receipt of your order，unless weotherwise inform you.
The offer will be canceled if we do notreceive an order from you by sept.9th.2004.
No alternation，deletion，or additionto these conditions will have any effect unless the seller accepts the changein writing.
If the delay in delivery results because ofthe seller＇s efforts to comply with particular specifications supplied by thebuyer，the buyer will not have a right to cancel the contract.
The seller will notify the buyer of thedelay and the parties will renegotiate another delivery date.
The seller＇s inability to meetthe delivery date designated because the buyer has furnished particularspecifications will net be a breach of contract.
If the buyer believes that any goodsdelivered are defective，the buyer will return the goods to the seller.
If the goods are returned to the seller，the sellwill replace the goods as original order provided that the buyer requests replacementand provided that replacement goods can still be provided.
The seller will not consider any claim fordamages or loss unless the buyer presents a separate writes notice and claim tothe carrier concerned.
The seller＇s acceptance of anyorder is subject to the seller＇s ability to acquire the raw materials.
If the seller cannot complete an orderbecause raw materials are unavailable，the seller has theright to cancel the contract.
The buyer will not modify /is not entitledthe goods and packaging of the goods in any way，and all advertisingmust specify that the seller owns the intellectual property rights.
Pursuant to the contract，whether thegoods are delivered to the buyer or not the seller will retain the title to thegoods until the buyer has paid the price in full.
Neither party may assign the agreementwithout the written consent of the other paty.
Pursuant to the agreement，themanufacturer will retain the title to the goods until the goods are sold to theconsumer.
The title of goods will pass to consumerfrom manufacturer directly.
The manufacturer has/reserve the right tochange any of the prices for the goods，in which event theman will immediately inform the distributors of the changes with a now pricelist.
The manufacturer own all the property rightsin all of the marks names and designs connected with the goods.
The parties acknowledges that they intendto establish a mutually beneficial relationship，to this end，they willstrive to resolve the disputes through amicable negotiation.
The manufacturer agreement to manufactureand reserve a quantity if goods sufficient to deliver timely all the goods thatthe sale representative may sell.
WE confirm your order received on Jan.6th.2004for the following goods.
The seller agrees to sell the goods and thebuyer agrees to purchase the following goods.