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Chapter 10 International Trade Forms Abstrat: This chapter mainly tells about the concepts and characteristics of various trade forms; main contents of various trade agreement; and issues of using various trade forms. Section 1: Distribution 1. The Concept and nature of Distribution (1) The Concept of Distribution (2) The Types of Distribution 1. Distribution 2. Sole Distribution or Exclusive Sales Advantages and disadvantages of sole distribution Advantages: Exclusive sales helps to arouse the enthusiasm of exclusive distributor, use the distributor's marketing.channel, and consolidate and expand the market Exclusive sales can effectively reduce multi-channel’s self competition Exclusive sales help to organize production and supply in a planned way. Disadvantages: The exclusive distributor may take advantage of its monopoly position to manipulate market. The exclusive distributor may stll sale the goods of other export enterprises and not sale the appointed goods attentively. (3) The nature of distribution The relationship between the exporter and the distributor is that between the seller and the buyer. Secton 2: Agency 1. The nature and characteristics of agency The relationship between agent and principal is Principle-Agent relationship. Case analysis: 2. Kinds of agency (1) General Agent (2) Agent or Commision Agent (3) Solo Agent or Exclusive Agent Case analysis: The Comparason of Sole Distribution and Solo Agent Similarities: 1. They both have monopoly ability and the right of exclusive sales within appointed territory and time limit.

Transcript of Chapter 10 International Trade Forms€¦ · Web viewU N I V E R S A L TRADING CO., LTD. Rm...

Page 1: Chapter 10 International Trade Forms€¦ · Web viewU N I V E R S A L TRADING CO., LTD. Rm 1201-1216 Mayling Plaza, 131 Dongfang Road, Shanghai, China Zip: 200120 Tel: 021-58818844

Chapter 10 International Trade FormsAbstrat: This chapter mainly tells about the concepts and characteristics of various trade forms; main contents of various trade agreement; and issues of using various trade forms.

Section 1: Distribution1. The Concept and nature of Distribution(1) The Concept of Distribution(2) The Types of Distribution

1. Distribution 2. Sole Distribution or Exclusive Sales

Advantages and disadvantages of sole distributionAdvantages: Exclusive sales helps to arouse the enthusiasm of exclusive distributor, use the distributor's marketing.channel, and consolidate and expand the marketExclusive sales can effectively reduce multi-channel’s self competitionExclusive sales help to organize production and supply in a planned way.

Disadvantages:The exclusive distributor may take advantage of its monopoly position to manipulate market.The exclusive distributor may stll sale the goods of other export enterprises and not sale the appointed goods attentively.

(3) The nature of distributionThe relationship between the exporter and the distributor is that between the seller and the buyer.

Secton 2: Agency1. The nature and characteristics of agency The relationship between agent and principal is Principle-Agent relationship.Case analysis:

2. Kinds of agency(1) General Agent(2) Agent or Commision Agent(3) Solo Agent or Exclusive AgentCase analysis:

The Comparason of Sole Distribution and Solo AgentSimilarities:1. They both have monopoly ability and the right of exclusive sales within appointed territory and time limit.2. They both help to arouse the enthusiasm of exclusive distributor and exclusive agent.Differences:

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1. They have different relationships between involving parties2. They have different risk.3. They have different reward.

3. Agency agreementPlease notice the non-competition clause. (Restrain the Agent)As to the sole agency, in order to safeguard the interests of export enterprise, the minimum purchase amount is usually stipulated. If the agent fails to reach or exceed the minimum amount, the principle will adjust the agent's commision accordingly.As to the sole agency, the exclusive agency agreement usually stipulates that the agent can still obtain commission when the principle sign the contract direct with client inside the territory

Section 3: Consignment1. The concept and nature of consignment2. The characteristics of consignment3. The main contents of consignment agreement4. The advantages and disadvanges of consignment

Section 4: Fairs and SalesThe meaning and practice of Fairs and Sales

1. Fairs and Sales in our countryi. International fair ii. Chinese Export Commodities Fair

3. Iusses of doing Fairs and Sales business Section 5: Invitation to tender and Submission of Tenders1. The meaning and characteristic of Invitation to tender and submission(1) The meaning of Invitation to tender and submission(2) The characteristic of Invitation to tender and submission 1. It’s competed by numerous bidders in a fixed time and place 2. The trade is concluded without negociation 3. The bidder can only bid once, no counter-offer.

2. Kinds of Invitation to Tender(1) Open Bidding or International Competitive BiddingNote: The purchase under World Bank's loan, mostly adopt the international competitive bidding.(2) Selected Bidding(3) Negotiated Bidding(4) Two-stage BiddingIt’s a combination way of opening bidding and selected bidding.

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3. Proceduresof Invitation to tender and Submission of Tenders(1) Invitation to tender 1. Issue announcement of tender:Note: Shelected bidding doesn’t need issuing announcement of tender. 2. Prequalification 3. Draw up invitation document(2) Submission of tenders 1. Prepare work before submissionNote: the submission of tenders is a firm bid can’t be withdrawn before the award. 2. Make invitation document and provide bid bond 3. Submit application for tender(3) Openning of bids and award of bid(4) Win the bid and sign the contractWhen concluding the contract, the winning bidder is usually required to pay the performance bond.

Section 6: Auction1. The conception and characteristics of auction(1) The conception of auctionAuction is a kind of spot transation in which the auctioneer is entitled to sell the goods according to certain principles and regulations.(2) The characteristics of auctionIt’s a kind of spot transaction bid publiclyIt is according to certain principles and regulationsIt is well organized and carried on in some certain organizations2. Kinds of AuctionMark-up acutionMark-down aution or Dutch autionSealed bids or closed bids2. General procedure of auctionPeparationInspeciton by the buyersFormal auctionMaking payment and taking delivery of the goods

4. Some explanations to the issues arised in auction businessSection 7: Counter Trade

1. The conception, characteristics and main forms of counter tradeThe conception of counter tradeThe characteristics of counter tradeThe main forms of counter trade2. Barter TradeThe forms of barter trade

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The advantage and diadvantage of barter trade

3. Compensation Trade(1) The conception and characteristics of conpensation trade(2) Types of compensation tradeProduct Buy-backCounter PurchaseLabor Compensation(3) The functions of compensation tradeThe function on the importer of equipment&technologyThe function on the exporter of equipment&technology

(4) Limitations of compensation trade1. Equipment suppliers do not generally accept repaying with the countersale product.2. It is difficult to bring in highly advanced technical equipment, and the price is usually on the high side 3. If the export quantum of the compensation product is great, it may compete with the export of the similar product.4. Compensation trade is relative complicated and time-consuming.

Compensation Trade ContractThis contract is hereby made and entered into between ________Co.(hereinafter referred to as Patty A)and________Co.(hereinafter referred to as Praty B)this________day of________,________,in________,China, adhering on the principle of equality and mutual benefit and through amicable consultation.Party A: ________Company, China.Address: ________Tel: ________Telex: ________Party B: ________ Company, ________Address: ________Tel: ________Telex: ________Article 1 Introductiona) Party B shall provide Party A with ________machines of model ________to be used in production.Along with them shall also be provided various kinds of supporting machinery,accessories and spare parts it needs,and the various kinds of measuring and testing instruments required in the course of production,The specific models, names,specifications, quantity,unit prices,packing requirements and the deadline for delivery shall be specified in an additional contract to be made between the both parties,which will

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serve as a integral part of the contract.b) The total cost of the entire machinery and its supporting equipment shall be paid to Party B of the part of the products and/or other commodities produced by Party A with the machinery supplied by Party B.It may also be paid to Party B of (a certain product)turned ort by .(This practice is hereinafter referred to as a make-up payment).The specific names,quantity and unit price of the products to be delivered as make-up payment,and the deadline for delinery,are to be specified in an additional contract between the two parties on products-supplying as make - up payment,which shall be the integral part of the contract.The two additional contracts mentioned above may be merged as one called buy - and sell contract on compensation trade.Article 2 Terma of PaymentThe two parties shall open a L/C in favour of each other.I.e.Party A shall open,at regular intervals,long-term L/C in favour of Party B to pay in install ments the entire cost of the machinery and its support sight L/C in favour of {arty A as a payment for the cost of the products to be delivered by Party A.Party A shall pay for the total cost of the machinery and its supporting equipment with the sum of money which Party B shall pay the products to be delivered by Party A as a make - up payment.In case the money to be paid by pairy B is not enough to cover the value of the long - term L/C is determined by the at - siggt L/C opened by Party B and its down payment as stipulated in the contract .Party B grarantees to fulfil what is required of it to do as mentioned herein.Article 3Deadline for PaymentParty A shall pay the total cost of the machinery and its supporting equipment supplied by Party B by delivering the products it produces to Party B as a make - rp payment on a month - to - month basis , and pay is off within a preriod of ________ years and ________months.The payment shall start approximately ________ months after the first delivery of the machinery is made .In principle,the sum to be paid per month shall be ________ percent of the total amount due to be paid for the machinery Party A can make its payment ahead of schedule with a notice given to Party B ________ months in advance.During the compensation period ,Party B shall open a L/C in favour of Party B,covering the total amount , at sight , irrevocable , divisible and assignable ,in accordance with the relevant provisions in the buy - and - sell contract on compensation trade.Article 4 Currency for PricingProducts provided by either party shall be priced in terms of________.All the items supplied by Party B,including machinery ,the

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required apparatus,accessories and spare parts shall be priced directly in terms of ________ above mentioned ;while the products provided by Party A as a make - up payment for the machinery supplied by Party B shall be first priced in terms of RMB as orher similar exports at the time the contract is made and then the prices in RMB shall be turned into those in ________ above mentioned according to the current exchange rate at the time.Article 5 Interest RateParty A shall pay the interest on its long - term L/C and the down payment of Party B.The annual interest rate is agreed upon at ________%.Article 6 Technical ServiceAfter arrival at the destination port,the machinery shall be assembled by Party A.When Party A believes it is necessary ,Party B shall send its technicians to provide on-the-spot instructions and other required technical assistance during the course of assembling. Party B shall be liable for the losses incurred in the coures fo assembling as a result of technical default of its prat.After approval by both parties, Party B shall send a group of technicians to China to faciliate the completion of the project. The cost incurred in China shall be borne by Party B.Article 7 Additional EquipmentIn the course of implementing the contract if it is foun necessary that ,in addition to the machinery and accessories already listed in the provisions, some additional items of the equipment and measuring and testing apparatus are needed, an additional order shall be agreed upon through negotiation .The items thus added shall be incorporated in the contract.Article 8 InsuranceAfter being delivered in China, the machinery and its supporting equipment shall be insured by Party B. The unforeseen losses in connection with the equipment shall be indemnified for by the Insurance Company first to the insurer (Party B) in case the equepment has already been paid off for and thus transferred into Party A's possession.Then a proportional part of the sum paid by the Insurance Company shall be allotted to Party A to cover the payment Party A has already made for the items of equipment involved the losses.Article 9 Liability for BreachEither party shall be liable for a breach of contract in accordance with the provisions in the contract and shall indemnify for all the losses thus if Party B should fail to make purchase of the products to be delivered by Party A as make - up payment , or Party A should fail to deliver the products for compensation . In such case, the

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breaching party shall pay to the other a sum as a fine , which shall account for ________ % of the total cost the products in question.Article 10 Performance GuaranteeTo guarantee the implementation of the contract, each party shall submit to the other a performance guarantee issued by a bank agreed by both parties. The guarantee bank of Party A is Bank of China, while that of Party B is ________ Bank.Article 11 Amendment of the ContractWhen the contract needs to be amended in certain particular cases, the amendment can be effected only after it is agreed upon by both parties through consultation.Article 12 Force Majeure Either party shall not be held resposible for failure or delay to perform all or any part of the contract due to flood, fire earthquake , drought , war or any other events which coule not be predicted at the time of the conclusion of the contract, and could not be controlled, avoided or overcome by the parties. However,the party effected by the Event of Force Majeure shall inform the other party of its occurrence in written as soon as possible and thereafter send a certificate of the Event issued by the relevant authority to the other party but no later than 15days after its occurrence.In the Event of Force Majeure last over 120 days, both parties shall negotiate the performance or the termination of the contract.Article 13 ArbitrationAll disputes arising from the performance of this contract should be settled through friendly negotiations. Should no settlement be reached through engotiation, the case shall then be submitted for arbitration to the China International Economic and Trade Arbitration Commission(Beijing) and the rules of this Commission shall be applied. The Arbitration fee shall be borne by the losing party unless otherwise awarded by the arbitration organization.In the Event of Force Majeure last over 120 days, both parties shall negotiate the performance or the termination of the contract.Article 13 Arbitration All disputes arising from the performance of this contract should be settled through friendly negotiations. Should no settlement be reached throuhg engotiation, the case shall then be submitted for arbitration to the China International Economic and Trade Arbitration Commission(Beijing)and the rules of this Commission shall be applied. The Arbitration fee shall be borne by the losing party unless otherwise awarded by the arbitration organization.During the course of the arbitration, the contract shall be performed except for the part under arbitration.Article 14 Language and Effective Date

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The contract shall be written in Chinese and in English. Both languages are equally authentic. In the events of any discrepancy between the two abovementioned versions,the chinese version shall prevail.The contract shall become effective when the contract is signed by both parties. the effective period of the contract shall be years. based on the willingness to continue the contract, both parties shall submit a application to relavant department of Chinese government for the extension of the contract or reach a new contract when the contract expires.

PartyA : (signature)on behalf of (company)PartyB: (signature)on behalf of (company)Witnessed by (signature)

Section 8: Processing trade1. Processing with supplied materials(1) The nature of Processing with supplied materials(2) The function of Processing with supplied materials(3) The main contens of Processing with supplied materialsPay attention to the terms of paymentPay attention to the stipulations of transportation and insurance2. Processing with imported material(1) The conception of Processing with imported material(2) The difference between Processing with imported material and Processing with

supplied material(3) The meaning of doing processing business with imported material3. Overseas processing trade(4) The conception of overseas processing trade(5) The necessity and feasibility of overseas processing trade(6) The aplication procedure of developing overseas processing trade(7) Precautions of developing overseas processing trade

Summary: In order to promote the development of foreign trade and strengthen the export commodities' competitiveness, we hope the students can use various kinds of trade forms flexibly in practice, and pay attention to the combination use of different trade forms.Key points: similarities and differences of exclusive distribution and exclusive sales, pros and cons on consignment, compensation trade.Difficult points: similarities and differences of processing with imported material and processing with supplied material

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New Design Brown Bear

Article No: KB0667

Means of Package: 3 pcs/set; 8sets/ctnMeasurement: 48x64x60cmGross/Net Weight: 8.5/6kgs

Supplying price: RMB¥86/set(including VAT values added tax)

Bear in Ballet Costume

Article No: KB5411

Means of Package: 2 pcs/set; 6sets/ctnMeasurement: 80x48x40cmGross/Net Weight: 10.5/8kgs

Supplying price: RMB¥52/pc(including VAT)

Plus Twin Bear

Article No: KB0278

Means 0f Package: 4sets/ctn.Measurement: 65x45x40cmGross/Net Weight: 8/5.5kgs

Supplying price: RMB¥88/set(including VAT)

Toy Bear in Sweater

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Article No: KB7900

Means of Package: 8 pcs/ ctn.Measurement: 60x26x53cmGross/Net Weight: 7.5/5kgs

Supplying price: RMB¥68/pc(including VAT)

Dalmatian dog

Article No: KD2336

Means of Package: 3pcs/ctn.Measurement: 0.111m3(74x50x30cm)Gross/Net Weight: 8.2/5.7kgs

Supplying price: RMB¥42/pc(including VAT)

Charming PigArticle No: KP2273

Means of Package: 60pcs/ ctn.Measurement: 100x72x25cmGross/Net Weight: 12.8/10.3kgs

Supplying price: RMB¥36/pc(including VAT)

Long Hair Cat

Article No: KC2048

Means of Package: 30pcs/ctn.Measurement: (70x65x52cm)Gross/Net Weight: 11/8.5kgs

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Supplying price: RMB¥47.5/pc(including VAT)

Specimen Letter Letter-2

U N I V E R S A L TRADING CO., LTD.

Rm 1201-1216 Mayling Plaza, 131 Dongfang Road, Shanghai, China

Zip: 200120 Tel: 021-58818844 58818766 Fax: 021-58818840

E-mail: [email protected]

TO: TIVOLI PRODUCTS PLC (FAX: 31 74123737)FM: UNIVERSAL TRADING CO., LTD (FAX: 21 58818840)DT: March 6, 1998

Dear Mr. Trooborg,

Yours truly,Universal Trading CO., LTDLi Junwei (Mr.)Toy Department

TIVOLI PRODUCTS PLCBerstofsgade 48, Rotterdam, The Netherlands

Tel: 31 74123721 Fax: 31 74123737 E-mail: [email protected]

TO: UNIVERSAL TRADING CO., LTD (FAX: 21 58818840)FM: TIVOLI PRODUCTS PLC (FAX: 31 74123737)DT: March 19, 1998Dear Mr. Li,

Yours sincerely,

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TIVOLI PRODUCTS PLC

Purchasing Manager:

Specimen Letter Letter-1

U N I V E R S A L TRADING CO., LTD.

Rm 1201-1216 Mayling Plaza, 131 Dongfang Road, Shanghai, ChinaZip: 200120 Tel: 021-58818844 58818766 Fax: 021-58818840

E-mail: [email protected]

TO: TIVOLI PRODUCTS PLC (FAX: 31 74123737)FM: UNIVERSAL TRADING CO., LTD (FAX: 21 58818840)DT: March 6, 1998

Dear Mr. Trooborg,

Thank you for your interest in our products during the 1998’ China Light Industrial Products Fair, Shanghai. It was

a pity that we didn’t have the chance to talk with you in detail at that moment.

We are now writing you to introduce ourselves as one of state-owned large trading companies in Shanghai and

express our wish to enter into business relations with you.

We have a toy department specializing in the export of various toys covering plastic, wooden, cloth and plush

articles. They are all fashionable designed and competing well in the world market.

Our plush toys in which you have shown special interest are already enjoying a high reputation in other European

cities for their styles, comfortable feel and washable traits.

In addition, we have airmailed to you some latest leaflets for our plush toys, which may meet your demand. If you

have any special requirements, please let us know. We can also producing across your designated styles so long as

the quantity is substantial.

As to our financial standing, you may refer to the Bank of China, Shanghai Branch (50 Huqiu Road, Shanghai,

China Tel: 21 62694040 Fax: 21 62698888 E-mail: [email protected]). We will be appreciated if you could

inform us of your bank reference.

We are pleased to add you to our list of clients and looking forward to your inquiries.

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Yours truly,

Universal Trading CO., LTD

Li Junwei (Mr.)

Toy Department

Letter-2

U N I V E R S A L TRADING CO., LTD.Rm 1201-1216 Mayling Plaza, 131 Dongfang Road, Shanghai, China

Zip: 200120 Tel: 021-58818844 58818766 Fax: 021-58818840

E-mail: [email protected]

TO: TIVOLI PRODUCTS PLC (FAX: 31 74123737)FM: UNIVERSAL TRADING CO., LTD (FAX: 21 58818840)DT: March 16, 1998

Dear Mr. Trooborg,

We are please to receive your inquiry of March 13 and to hear that you are interested in our plush toys.

We would like to quote as follows based on per 20’ FCL. Quantities less than are slightly higher.

CommodityArticle

No.Packing

Cartons per

20’ FCL

CIF3

Amsterdam in USD

New Design Brown

BearKB0667 8sets/ctn 135 13.65per set

Bear in Ballet

CostumeKB5411 12pcs/ctn 162 8.12per set

Plus Twin Bear KB0278 4sets/ctn 213 14.61per set

Toy Bear in Sweater KB7900 8pcs/ctn 302 9.89per set

Dalmatian dog KD2336 8pcs/ctn 225 6.96per set

Charming Pig KP2273 60pcs/ctn 138 4.96per set

Long Hair Cat KC2048 30pcs/ctn 105 6.99per set

Shipment: To be effected within 2 months from receipt of the relevant L/C.

Payment: By sight L/C

Insurance: For 110% invoice value covering All Risks and War Risks

We will keep this offer valid only for 7 days.

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In addition, we have sent the samples you requested. In order to assist you in promoting sales at the initial stage,

they are free of charge.

As we are receiving orders day to day and our present stocks are nearly exhausted, we would advise you to place

an order as soon as possible if deliveries are required to be prompt.

We are looking forward to you initial order.

Yours truly,

Universal Trading CO., LTD

Li Junwei (Mr.)

Toy Department

Letter-3

TIVOLI PRODUCTS PLCBerstofsgade 48, Rotterdam, The Netherlands

Tel: 31 74123721 Fax: 31 74123737 E-mail: [email protected]

TO: UNIVERSAL TRADING CO., LTD (FAX: 21 58818840)FM: TIVOLI PRODUCTS PLC (FAX: 31 74123737)DT: March 19, 1998

Dear Mr. Li,

We are glad to receive your offer of Mach 16, 1998 and relative samples.

In reply, we regret to say that your prices are not competitive enough. Information here indicates that plush toys

from other sources in your country are sold about 5% lower than yours.

We really appreciate the good workmanship and cute designs of your products, but price still counts much,

especially in the initial sale stage. Moreover, your minimum quantity is also too big for a trial order.

To set up the trade, may we suggest you give a special discount as follows:

Art No.Unit Price

CIFC3 Amsterdam Quantity

KB0677 USD 13.0 1080

sets

1x20’FCL

KB7900 USD 9.00 1208

pcs Total

1x20’FCLKB2273 USD 4.60 4140

pcs

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KC2048 USD 6.40 3150

pcs

1x20’FCL

In addition, one of our customers would order 1x40’FCL for KB 0278 if you could reduce your price to USD13.30

per set CIFC5 Amsterdam. We think it is for your interest to make such a concession.

As the market is of keen competition, we expect your immediate acceptance.

Yours sincerely,

TIVOLI PRODUCTS PLC

Purchasing

Manager:

Letter-4

U N I V E R S A L TRADING CO., LTD.

Rm 1201-1216 Mayling Plaza, 131 Dongfang Road, Shanghai, China

Zip: 200120 Tel: 021-58818844 58818766 Fax: 021-58818840

E-mail: [email protected]

TO: TIVOLI PRODUCTS PLC (FAX: 31 74123737)FM: UNIVERSAL TRADING CO., LTD (FAX: 21 58818840)DT: March 20, 1998

Dear Mr. Trooborg,

We have received your fax of March 19, 1998. We are sorry to tell you that your prices are not appropriate to us.

As you know, wages and materials have risen considerably these days as well as the tax rate. We are compelled to

adjust our prices to cover the increasing cost. The prices in fax of March 16 1998 are our lowest level, which leave

us with only the smallest profit. It is impossible for us to make any further concession.

However, in order to assist you to compete with other dealers in the market, we are prepared to give you the

special offer as follows:

Art No. QuantityUnit Price CIFC3

Amsterdam

KB0677 1080 sets 13.35 per set

KB7900 1208 pcs 9.30 per pc

KB2273 4140 pcs 4.70 per pc

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KC2048 3150 pcs 6.65 per pc

KB0278 1880 sets per set

Shipment: To be effected within 2 months from receipt of the relevant L/C.

Payment: By sight L/C

Insurance: For 110% invoice value covering All Risks and War Risks

You readily understand that the good quality is more important than the low price, we are confident that you’ll

accept the prices. And in view of the heavy demand for this line, please place an order as soon as possible.

This offer is valid for 5 days and we are looking forward to receiving you order.

Yours truly,

Universal Trading CO., LTD

Li Junwei (Mr.)

Toy Department

Letter-5

TIVOLI PRODUCTS PLCBerstofsgade 48, Rotterdam, The Netherlands

Tel: 31 74123721 Fax: 31 74123737 E-mail: [email protected]

TO: UNIVERSAL TRADING CO., LTD (FAX: 21 58818840)FM: TIVOLI PRODUCTS PLC (FAX: 31 74123737)DT: March 23, 1998

Dear Mr. Li,

Than you for your fax of March 20, 1998

We appreciate your cooperation in quoting price, but we also advise you to make some adjustment of your terms of

payment.

On your sight L/C basis, form the moment to open the credit till the time our customers pay us, the tie-up of our

funds lasts about three months. It really constrains our marketing capacity. Moreover, you might be aware of the

increasing banking fees here, which is now putting an extremely heavy burden on our finance.

So we ask for your cooperation in dealing with the problem. Specifically, we request that you grant us D/P at sight.

If you need references, we will be glad to supply them.

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Your prompt and positive consideration of this request would help a great deal.

Yours sincerely,

TIVOLI PRODUCTS PLC

Purchasing

Manager:

Letter-6

U N I V E R S A L TRADING CO., LTD.

Rm 1201-1216 Mayling Plaza, 131 Dongfang Road, Shanghai, China

Zip: 200120 Tel: 021-58818844 58818766 Fax: 021-58818840

E-mail: [email protected]

TO: TIVOLI PRODUCTS PLC (FAX: 31 74123737)FM: UNIVERSAL TRADING CO., LTD (FAX: 21 58818840)DT: March 24, 1998

Dear Mr. Trooborg,

Than you for your fax of March 23, 1998

Although we have confidence in your integrity, our usual terms of payment by sight L/C remain unchanged in all

cases with new clients. So for the time being, we regret our inability to accept your D/P terms. Maybe after several

smooth and satisfactory transactions, we can consider other flexible ways.

We are fully aware of the economic conditions in your country and understand the difficulties you are facing. But

you are encouraged to remember that your competitors are suffering the same circumstances.

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Our plush toys are exceptional good in quality and most competitive in price. They will help you a lot to stand

firmly in your market.

For your information, the demand for our products has been extremely great recently. As you are in business, you

surely know that we cannot afford to keep the goods for you too long. We advise you to place your offers at the

earliest date.

Yours truly,

Universal Trading CO., LTD

Li Junwei (Mr.)

Toy Department

Letter-7

TIVOLI PRODUCTS PLCBerstofsgade 48, Rotterdam, The Netherlands

Tel: 31 74123721 Fax: 31 74123737 E-mail: [email protected]

TO: UNIVERSAL TRADING CO., LTD (FAX: 21 58818840)FM: TIVOLI PRODUCTS PLC (FAX: 31 74123737)DT: March 26, 1998

Dear Mr. Li,

Than you for your fax of March 24, 1998

We have decided to accept our proposal for payment to be made by sight L/C, but would like these terms to be

reviewed in the near future.

Following is our order N0. 98-CS004 for your plush toys:

CommodityArticle

No.Quantity

Unite

PricePacking

Number

of Container

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New Design

Brown BearKB0667

1080

setsUSD13.35 8sets/ctn 1x20’FCL

Toy Bear in

SweaterKB7900

1208

pcsUSD9.30 8pcs/ctn

1x20’FCLCharming

PigKP2273

4140

pcsUSD4.70 60pcs/ctn

Long Hair

CatKC2048

3150

pcsUSD6.65 30pcs/ctn 1x20’FCL

Plush Twin

BearKB0278

1880

pcsUSD13.30 4sets/ctn 1x40’FCL

Price Terms CIFC3 Amsterdam Amount USD91061.90

Insurance Effected by the seller for full order amount plus 10% covering All Risks and War

Risk

We would appreciate shipment by the end of May. But if any of the listed items cannot satisfy this request, please

inform us immediately and do not sent substitutes in their place.

We are looking forward to your acknowledgment.

Yours sincerely,

TIVOLI PRODUCTS PLC

Purchasing

Manager:

UNIVERSAL TRADING CO., LTD.Rm 1201-1216 Mayling Plaza, 131 Dongfang Road, Shanghai, China Zip: 200120 Tel: 021-58818844 58818766 Fax: 021-58818840

SALES CONTRACT1. THE SELLERS: UNIVERSAL TRADING CO., LTD

2. ADDRESS: RM 1201-1216 MAYLING PLAZA, 131 DONGFANG ROAD, SHANGHAI, CHINA

TEL: 021-58818844 58818766 FAX: 021-58818840

E-MAIL: [email protected]

3. THE BUYERS: TIVOLI PRODUCTS PLC

4. ADDRESS: BERSTOFSGADE 48, ROTTERDAM, THE NETHERLANDS

TEL: 31 74123721 FAX: 31 74123737

E-MAIL: [email protected]

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THE SALLERS AGREE TO SELL AND THE BUYERS AGREE TO BUY THE UNDERMENTIONED GOODS TO THE TERMS

AND CONDITIONS AS STIPULATED BELOW

NAME OF COMMODITY &

SPECIFICATIONQUANTITY UNIT PRICE TOTAL VALUE

PLUSH TOYS

Art. No. KB0677 New Design Brown

Bear

Art. No. KB7900 Toy Bear in Sweater

Art. No. KB2273 Toy Bear in Sweater

Art. No. KB2048 Charming Pig

Art. No. KB0278 Plush Twin Bear

1080 sets

1208 pcs

4140 pcs

3150 pcs

1880 pcs

USD13.35

USD9.30

USD4.70

USD6.65

USD13.30

IFC3 AMSTERDAM

US$14,418.00

US$11,234.40

US$19,458.00

US$20,947.50

US$25,004.00

US$91,061.90

5. PACKING: PACKED IN CARTONS OF 8 SETS (KB7900), 60 PCS. (KP22.73), 30 PCS. (KC2048) AND 4 SETS (KB0278) EACH

ONLY.

6. SHIPPING MARKS: WILL BE INDICATED IN THE LETTER OF CREDIT.

7. PROT OF SHIPMENT: SHANGHAI, CHINA

8. PROT OF DESTINATION: AMSTERDAM THE NETHERLANDS

9. TIME OF SHIPMENT: NOT LATER THAN MAY 31ST, 1998.r

10. TERMS OF PAYMENT: The Buyers shall open with a bank to be accepted by both the Buyers and Sellers an irrevocable transferable

letter of credit, allowing partial shipment, transshipment in favor of the Sellers and addressed to Sellers payable at sight against first

presentation of the shipping document to Opening Bank. The covering letter of credit must reach the Seller 30 days before shipment and

remain valid in China until the 21st day (inclusive) from the date of shipment.

11. INSURANCE: To be covered by the Buyers/Sellers for the full invoice value plus 10% against all risks and war risks. If the Buyers

desire to cover for any other extra risks besides aforementioned of amount exceeding the aforementioned limited, the Sellers’ approval

must be obtained beforehand and all the additional premiums thus incurred shall be for the Buyers’ account.

12. INSPECTION: The Inspection Certificate of Quality/Weight issued by CCIB shall be taken as basis for the shipping quality/Weight.

13. FORCE MAJEURE: The Sellers shall not be held responsible if they, owing to Force Majeure cause, fail to make delivery within the

time stipulated in the contract or can’t deliver the goods. However, in such a case the sellers shall inform the Buyers immediately b cable.

The Sellers shall send to the Buyers by registered letter at the request of the Buyers a certificate attesting the existence of such a cause or

causes issued by China Council for the Promotion of International Trade or by a competent Authority.

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14. DISCREPANCY AND CLAIM: In case discrepancy on the quality of the goods is found by the Buyers after arrival of the goods at the

port of destination, claim may be lodged within 30 days after arrival of the goods at the port of destination. While for quantity

discrepancy, claim may be lodged within 15 days after arrival of the goods at the port of destination, being supported by Inspection

Certificate issued by a reputable public surveyor agreed upon by both party. The Sellers shall, then consider the claim in the light of actual

circumstance. For the losses due to natural cause or causes falling within the responsibilities of the Ship-owners or the Underwriters, the

Sellers shall not consider any claim for compensation. In case the Letter of Credit does not reach the Sellers within the time stipulated in

the Contract, or under FOB price terms Buyers do not send vessel to appointed ports or the Letter of Credit opened by the Buyers does not

correspond to the Contract terms and the Buyers fail to amend thereafter its terms by telegraph within the time limit after receipt of

notification by the Sellers, the Sellers shall have right to cancel the contract or to delay the deliver of the goods and shall have also the

right to lodge claims for compensation of losses.

15. ARBIRATION: All disputes in connection with the contract or the execution thereof shall be settled amicable by negotiation. In case

no settlement can be reached, the case under dispute may then be submitted to the “China International Economic and Trade Arbitration

Commission” for arbitration. The arbitration shall take place in China and shall be executed in accordance with the provisional rules of

Procedure of the said Commission and the decision made by the Commission shall be accepted as final and binding upon both parties for

settling the disputes. The fees, for arbitration shall be borne by the losing party unless otherwise awarded.

THE SELLERS: THE BUYERS:

UNIVERSAL TRADING CO., LTD TIVOLI PRODUCTS PLC

SHANGHAI CHINA ROTTERDAM THE NETHERLAND

Letter-8

U N I V E R S A L TRADING CO., LTD.

Rm 1201-1216 Mayling Plaza, 131 Dongfang Road, Shanghai, China

Zip: 200120 Tel: 021-58818844 58818766 Fax: 021-58818840

E-mail: [email protected]

TO: TIVOLI PRODUCTS PLC (FAX: 31 74123737)FM: UNIVERSAL TRADING CO., LTD (FAX: 21 58818840)DT: April 8, 1998

Dear Mr. Trooborg,

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Than you for your L/C No.AM/VA0515ILC issued by the F. Van Lanschot Bankiers N.V., Amsterdam, the

Netherlands, which arrived here yesterday.

On going through the L/C, however, we have found the following discrepancies with our Sales Contract No.

HY98CS004:

1. The address of the applicant is in Rotterdam, not in Amsterdam.

2. The draft is paid at sight instead of at 45 days after sight.

3. As contracted, the L/C should be valid until the 21st day after shipment date, i.e. June 22, 1998, but your

L/C expires on June 15, 1998.

4. Amend the “2/3 of original clean on-board marine Bills of Lading” to “full set of original clean on-board

marine Bills of Landing”.

5. Delete the clause “ Beneficiary’s certificate stating that one set of non-negotiable shipping documents

together with the 1/3 original B/L have been sent to the applicant by DHL within 48 hours after the

shipment.” And add the wording “Beneficiary’s certificate stating that one set of non-negotiable shipping

documents has been sent to the applicant by DHL within 48 hours after the shipment.”

6. Documents are to be presented ultimately not within 15 days, but 21 days, after the date of issuance of

the relative transport-documents.

Please let us have your L/C Amendment soon so that we may effect shipment within the contracted delivery time.

Thank you.

Yours truly,

Universal Trading CO., LTD

Li Junwei (Mr.)

Toy Department

363010 BOCSU CM

14027A LASD NL

100492 16.35

MSG.: 001

TO: BANK OF CHINA, SHANGHAI, CHINA.

FM: F. VAN LANSCHOT BANKIERS N.V., AMSTERDAN, THE NETHERLANDS.

DD: 9TH APPRIL 1998

TEST: 361085 BETWEEN OUR HEAD-OFFICE SHFPIONGEMBOSCH

AND YOUR SHANGHAI (FOR USD. 91,061.00 DATED 10TH APRIL 1998).

WE HEREWITH OPEN OUR IRREVOCABLE DOCUMENTARY CREDIT NO. AM/VA0515ILC

BY ORDER OF : TIVOLI PRODUCTS PLC

BERSTOFSGADE 48,

AMSTERDAM,

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THE NETHERLANDS

IN FAVOR OF : UNIVERSAL TRADING CO., LTD

RM.1201-1216 MAYLING PLAZA,

131 DONGFENG RD., SHANGHAI CHINA

FOR AN AMOUNT OF : USD91,061.90

EXPIRY-DATE : 15TH JUNE 1998

FOR NEGOTIATION IN CHINA

THIS DOC.CREDIT IS AVAILABLE

BY NEGOTIATION OF BENEFICIARY’S DRAFT (S) AT 45 DAYS AFTER SIGHT

DRAWN ON F. VAN LANSCHOT BANKIERS N.V., AMSTERDAM, THE NETHERLANDS,

ACCOMPANIED BY THE FOLLOWING DOCUMENTS:

1) SIGNED COMMERCIAL INVOICE IN QUINTUPLICATE INDICATING BENEFICIARY’S

CONTRACT NUMBER AND OUR ORDER NO.98-CS004

2) PACKINGLIST/ WEIGETMEMO IN TRIPLICATE MENTIONING TOTAL NUMBER OF

CARTONS, GROSSWEIGHT AND MEASUREMENTS PER EXPORT CARTON.

3) 2/3 OF ORIGINAL CLEAN ON-BOARD MARINE BILLS OF LADING, PLUS 3 N.N.-COPIES,

MADE OUT: “TO ORDER”,, AND BLANK ENDORSED MARKED: “FREIGHT PREPAID”

SHOWING AS NOTIFY THE APPLICANT (GIVING FULL NAME, ADDRESS AND PHONE

NUMBERS).

4) FULL SET 3/3 OF MARINE INSURANCE POLICY OR CERTIFICATE, ENDORSED IN BLANK

FOR 110 PERCENT OF FULL CIF VALUE, COVERING INSTITUTE CARGO CLAUSE (A) AND

WAR CLAUSES OF INSTITUTE CARGO CLAUSES.

5) G.S.P. CERTIFICATE OF ORIGIN FORM A IN DUPLICATE STATING THAT THE GOODS ARE OF

CHINESE ORIGIN.

6) BENEFICIARY’S CERTIFICATE STATING THAT ONE SET OF NON-NEGOTIABLE SHIPPING

DOCUMENTS TOGETHER WITH THE 1/3 ORIGINAL B/C AND ORIGINAL FORM A HAVE

BEEN SENT TO THE APPLICANT BY DHL WITHIN 48 HOURS AFTER SHIPMENT.

7) COPY OF BENEFICIARY’S TELEX/FAX SENT TO APPLICANT (TELEX-NO.: 13174+TIV NL OR

FAX-NO.: +(31) 74 12 37 37 ) WITHIN TWO WORKING DAYS AFTER SHIPMENT INDICATING

DATE OF DEPARTURE, SHIPPING MARKS, NUMBERS OF L/C, B/L, CONTRACT AND ORDER

AS WELL AS NUMBER OF CARTONS TOGETHER WITH THE TOTAL GROSSWEIGHT AND

GOODS VALUE.

COVERING:

= = = = = = = = =

5 ITEMS OF TOTAL 2960 SETS AND 8498 PCS. OF PLUSE TOYS AS PER:

APPLICANT’S ORDER NUMBER 98-CS004 AND BENEFICIARY’S CONTRACT NUMBER HY98CS004

LABEL: CE/IMP. 087 FOR ARTICLES KB7900, KP2273 AND KB0273 AND

LABEL: F-TOYS 2280 FOR ARTICLES KB0677 AND KC2048

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PACKING IN NEUTRAL SEAWORTHY EXPORT CARTONS SUITABLE FOR LONG DISTANCE OCEAN

TRANSPORTATION.

SHIPPING-MARKS TO READ AS FOLLOWS: CE/IMP.087

CHRISTIAENS

VIA AMSTERDAM

CARTON NO. 1 AND UP

FOLLOWED BY: ARTICLE NUMBER AND

F-TOYS 2280

GROBBENDONK

VIA AMSTERDAM

CARTON NO. 1 AND UP

FOLLOWED BY: ARTICLE NUMBER

TERMS OF DELIVERY : CIF AMSTERDAM (INCOTERMS 1990)

ALL OF THE ABOVE MUST BE STATED ON THE INVOICE AND PACKING LIST.

PARTIAL SHIPMENTS : PROHIBITED.

TRANSSHIPMENT : PROHIBITED

LATEST DATE OF SHIPMENT : 31ST MAY 1998.

SHIPMENT FORM :SHANGHAI

TO : AMSTERDAM

ALL (BANKING-) CHARGES OUTSIDE THE NETHERLANDS ARE FOR BENEFICIARY’S ACCOUNT.

DOCUMENTS TO BE RESENTED ULTIMATELY 15 DAYS AFTER THE DATE OF ISSUANCE OF THE

RELATIVE TRANSPORT-DOCUMENT(S) BUT WITHIN THE VALIDITY OF THIS DOC.CREDIT.

DOCUMENTS TO BE SENT AS FOLLOWS (INSTRUCTION MARKED “X”)

( ) IN ONE LOT BY REGISTERED AIRMAIL

( ) IN TWO CONSECUTIVE REGISTERED AIRMAILS

( ) IN ONE LOT BY INTERNATIONAL COURIER SERVICE

( X ) 1ST MAIL BY COURIER SERVICE AND 2ND MAIL BY REGISTERED AIRMAIL

TO: F. VAN LANSCHOT BANKIERS N.V.,

STREET-ADDRESS: CONCERTGEBOUNPLEIN 20

1071 LN AMSTERDAM.

POSTAL-ADDRESS: P.C.BOX 75509,

1070 AM AMSTERDAM

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THE NETHERLANDS.

UPON RECEIPT OF CORRECT DOCUMENTS BY US. WE SHALL COVER THE NEGOTIATING BANK

(AS. PER THEIR INSTRUCTIONS), IN THE CURRENCY OF THIS DCC.CREDIT ONLY.

PLEASE ADVISE BENEFICIARY, WITHOUT ADDING YOUR CONFIRMATION

THIS DOC.CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY

CREDITS (REVISION 1993, I.C.C. PUBLICATION NO.500).

THIS TELEX IS THE OPERATIVE CREDIT-INSTRUMENT AND NO MAIL-ADVICE WILL FOLLOW.

REGARDS,

F. VAN LANSCHOT BANKIERS N.V., AMSTERDAM

TLK.: 14027-LASD NL

U N I V E R S A L TRADING CO., LTD.

Rm 1201-1216 Mayling Plaza, 131 Dongfang Road, Shanghai, ChinaZip: 200120 Tel: 021-58818844 58818766 Fax: 021-58818840

E-mail: [email protected]

TO: TIVOLI PRODUCTS PLC (FAX: 31 74123737)FM: UNIVERSAL TRADING CO., LTD (FAX: 21 58818840)DT: March 6, 1998

Dear Mr. Trooborg,

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We are very much pleased to have received USD91061.90 AGAINST L/C No.am/va0515ILC under Contract No.

DMTVL9901.You can be sure that the goods shipped will meet your needs just well. We believe the conclusion of

this transaction will help to further our mutual understanding and pave the way for more business in the future.

In order to promote commercial intercourse with overseas business circle, we are prepared to take steps in world

trade. Nit only various terms of payment, but more forms of business cooperation can be adopted in the time to

come. Needless to say, with the development of our trade relations, there will be more and more topics of interest

to be discussed between us. We are expecting your advice.

As you might not be aware of the new development in our product range, we are airmailing to you a copy of our

latest illustrated price list. If and item interests you, please let us know, We will give you a special discount of 2%

for orders exceeding USD100,000.00 to promote sales at your end.

We hope our handling of your first order will lead to further transactions between us and look forsard to your

favorable reply.

Yours truly,

Universal Trading CO., LTD

Li Junwei (Mr.)

Toy Department

UNIVERSAK TRADUBG CO., LTD.RM.1201-1216 MAYLING PLAZA,

131 DONGFANG RD, SHANGHAI CHINA

BENEFICIARY’S CERTIFICATE

06-May-98

TO WHIM IT MAY CONCERN

Dear Sirs, Re: Invoice No.: 98WYHD-0042 L/C No: AM/VA0515ILC

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WE HEREBY CERTIFY THAT ONE SET OF NON-NEGOTIABLE SHIUPPING DOCUMENTS TO GETHER WITH THE ORIGINAL FORM A HAVE BEEN SENT TO THE APPLICANT BY DHL WITHIN 48 HOURS AFTER THE SHIPMENT.

UNIVERSAL TRADING CO., LTD

BILL OF EXCHANGE

No. 98WYHD-0042

FOR US$91,610.90 SHANGHAI 11-MAY-98

(amount in figure) (place and date of issue)

At ********************* sight of this FIRST Bill of exchange (SECOND being unpaid)Pay to BANK OF CHINA, SHANGHAI BRANCH or order the sum of

SAY U.S. DOLLARS INIETY ONE THOUSAND AND SIXTY ONE CENTS NINETY ONLY

(amount in words)

Value received for 930 CTNS of 5ITEMS OF PLUSH TOYS

(quantity) (name of commodity)

Drawn under F. VAN LANDCHOT BANKIERS N.V. AMSTERDAM, THE NETHERLANDS

L/C No AM/VA0515ILC dated 10-Apr-98

To: F. VAN LANDCHOT BANKIERS N.V. For and on behalf of AMSTERDAM, THE NETHERLANDS UNIVERSAL TRADING CO., LTD

1. Shipper Insert Name, Address and Phone B/L No.

UBIVERSAK TRADUBG CO., LTD.

RM.1201-1216 MAYLING PLAZA,

131 DONGFANG RD, SHANGHAI CHINA

COS987672

2. Consignee Insert Name, Address and Phone

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COSCO CONTAINER LINES

TLX: 33057 COSCO CNFAX: +86(021) 6545 8984

ORIGINAL

TO ORDER

Port-to-Port or Combined Transport

BILL OF LADINGRECEIVED in external apparent good order and condition except as other-Wise noted. The total number of packages or unites stuffed in the container,The description of the goods and the weights shown in this Bill of Lading areFurnished by the Merchants, and which the carrier has no reasonable meansOf checking and is not a part of this Bill of Lading contract. The carrier hasIssued the number of Bills of Lading stated below, all of this tenor and date,One of the original Bills of Lading must be surrendered and endorsed or sig-Ned against the delivery of the shipment and whereupon any other originalBills of Lading shall be void. The Merchants agree to be bound by the termsAnd conditions of this Bill of Lading as if each had personally signed this Billof Lading.SEE clause 4 on the back of this Bill of Lading (Terms continued on the back Hereof, please read carefully).*Applicable Only When Document Used as a Combined Transport Bill of Lading.

3. Notify Party Insert Name, Address and Phone (It is agreed that no responsibility shall attsch to the Carrier or his agents for failure to notify)

TIVOLI PRODUCTS PLC

BERSTOFAGADE 48,

ROTIERDAM, THE NETHERLANDSPHONE NO. +(31) 74 12 37 21

4. Combined Transport * 5. Combined Transport*Pre - carriage by Place of Receipt

6. Ocean Vessel Voy. No. 7. Port of Loading

PU HE SHANGHAI8. Port of Discharge 9. Combined Transport *

AMSTERDAM Place of Delivery

Marks & Nos.Container / Seal No.

No. ofContainersor Packages

Description of Goods (If Dangerous Goods, See Clause 20) Gross Weight Kgs Measurement

CE/MP. 987

CHRISTIAENS

VIAAMSTERDAM

CARTON NO.1 AND 151

KB7900

CE/MP. 987

CHRISTIAENS

VIAAMSTERDAM

CARTON NO.1 AND 69

KB2273

CE/MP. 987

CHRISTIAENS

VIAAMSTERDAM

CARTON NO.1 AND 470

KB0278

F-TOYS2200

CHRISTIAENS

VIAAMSTERDAM

CARTON NO.1 AND 135

KB0677

F-TOYS2200

CHRISTIAENS

VIAAMSTERDAM

CARTON NO.1 AND 151

KB2048

930 CTNS 5 ITEMS OF PLUSH TOYS 8078.2kg 129.622M3

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Description of Contents for Shipper’s Use Only (Not part of This B/L Contract)

10. Total Number of containers and/or packages (in words) SAY NINE HUNDRED AND THIRTY CARTONS ONLYSubject to Clause 7 Limitation

11. Freight & Charges Revenue Tons Rate Per Prepaid Collect

Declared Value Charge

Ex. Rate: Prepaid at Payable at Place and date of issueSHAGNHAI 06-MAY-98

Total Prepaid No. of Original B(s)/L Signed for the Carrier, COSCO CONTAINER LINES

THREE (3)LADEN ON BOARD THE VESSELDATE

06-MAY-98BY

CHINA OCEAN SHIPPING AGENCY SHANHAI BRANCH

Endorsement: UNIVERSAL TRADING CO., LTD

SELLERUNIVERSAK TRADUBG CO., LTD.

RM.1201-1216 MAYLING PLAZA,131 DONGFANG RD, SHANGHAI CHINA

INVOICE NO. 98WYHD-0042INVOICE DATE 16-Apr-98

L/C NO. AM/VA0515ILC DATE: 10-Apr-98

ISSUED BY

F,VAN LANSCHIT BANKIERSN.V.-AMSTERDAM THE BETHERLANDS

BUYERTIVOLI PRODUCTS PLC

BERSTOFAGADE 48,ROTIERDAM, THE NETHERLANDS

CONTRACT NO: HY98-CS004 DATE: 27-Mar-98

FROM: SHANGHAI TO: AMSTERDAM

SHIPPED BYPU HE 0011W

PRICE TERMCIFC3% AMSTERDAM

Marks and Numbers

Number and kind

of package

Description of goods

Quantity Unit Price Amount

CE/MP. 987

CHRISTIAENS

VIAAMSTERDAM

CARTON NO.1 AND 151

KB7900

5 ITEMS OF TOTAL 2960 SETS AND 8498 PCS. OF CIFC3% AMSTERDAMPLUSH TOYS AS PER: APPLICANTS ORDERNUMBER TIVOLJ357(R) BENEFICCARY’SCONTRACTNUMBER 98WY-004

KB7900 1208 PCS US$9.30 US$11,134.40 KP2273 4140 PCS US$4.70 US$19,458.00 KB0278 1880 SETS US$13.30 US$25,004.00 KB0677 1080 PCS US$13.35 US$14,418.00

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CE/MP. 987

CHRISTIAENS

VIAAMSTERDAM

CARTON NO.1 AND 69

KB2273

CE/MP. 987

CHRISTIAENS

VIAAMSTERDAM

CARTON NO.1 AND 470

KB0278

F-TOYS2200

CHRISTIAENS

VIAAMSTERDAM

CARTON NO.1 AND 135

KB0677

F-TOYS2200

CHRISTIAENS

VIAAMSTERDAM

CARTON NO.1 AND 151KB2048

KC2048 3150 PCS US$6.65 US$20,947.50 US$91,061.99

TOTAL AMOUNT IN WORDS: SAY U.S. DOLLARS INIETY ONE THOUSAND AND SIXTY ONE CENTS NINETY ONLY

TOTAL GROSS WEIGHT: 8078.2 KGSTOTAL NUMBER OF PACKAGE: 930 CTNS

BENEFICIARY’S CONTRACT NUMBER: 98WY-004 AND THE BUYER’S ORDER NO. TIVOLI357(R)LABLE: CE/IMP.087 FOR ARTICLES KB7900, KP2273 AND KB0278 AND LABLE: F-TOYS 2280 FOR ARTICLES KB0677 AND KC2048

ISSUED BY UNIVERSAL TRADING CO., LTD

UNIVERSAK TRADUBG CO., LTD.RM.1201-1216 MAYLING PLAZA,

131 DONGFANG RD, SHANGHAI CHINA

DECLARATION OF SHIPMENT

06-May-98

Messre: TIVOLI PRODUCTS PLC

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TRLEX NO.: 13174+TIV NL FAX NO.: +(31) 74 12 37 37

Dear Sirs, Re: Invoice No.: 98WYHD-0042 L/C No: AM/VA0515ILC

We hereby in form you that the goods under the above mentioned credit have been shipped. The details of the shipment are stared below:

Shipping Marks: Commodity: 5 items of plush toysCE/MP. 987

CHRISTIAENS

VIAAMSTERDAM

CARTON NO.1 AND 151 Total Gross Weigh: 8087.2 kgsKB7900 Goods Value: US$91,061.90CE/MP. 987 Number of Cartons: 930 CTNS

CHRISTIAENS Ocean Vessel: Per s.s PU HE 0011WVIAAMSTERDAM Date of Departure: 06-May-98

CARTON NO.1 AND 69 Bill of Lading No.: COS987672 KB2273 Port of Loading: SHANGHAICE/MP. 987 Destination: AmMSTERDAM

CHRISTIAENS Contract No.: HY98-CS004VIAAMSTERDAM Order No.: TIVOLI357(R)

CARTON NO.1 AND 470

KB0278

F-TOYS2200

CHRISTIAENS

VIAAMSTERDAM

CARTON NO.1 AND 135

KB0677

F-TOYS2200

CHRISTIAENS

VIAAMSTERDAM

CARTON NO.1 AND 151

KB2048

UNIVERSAL TRADING CO., LTD

ORIGINAL1.Goods consigned from (Exporter's business name, address, country) Reference No. 984556745

UBIVERSAK TRADUBG CO., LTD.

RM.1201-1216 MAYLING PLAZA,

131 DONGFANG RD, SHANGHAI CHINA

GENERALIZED SYSTEM OF PREFERENCES

CERTIFICATE OF ORIGIN

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2.Goods consigned to (Consignee's name, address, country)

TIVOLI PRODUCTS PLC

BERSTOFAGADE 48,

ROTIERDAM, THE NETHERLANDS

Issued in

(country)

See Notes overleaf

3 Means of transport and route (as far as known) 4.For official use

FROM: SHANGHAI

TO: AMSTERDAM

BY SEA5.

Item

6.Marks and

numbers of

packages

7.Number and kind of packages; description of goods 8.Origin

criterion

(see Notes

9.Gross

weight

or other

10.Number

and date of

invoices

01

CE/MP. 987

CHRISTIAENS

VIAAMSTERDAM

CARTON NO.1 AND 151

KB7900

CE/MP. 987

CHRISTIAENS

VIAAMSTERDAM

CARTON NO.1 AND 69

KB2273

CE/MP. 987

CHRISTIAENS

VIAAMSTERDAM

CARTON NO.1 AND 470

KB0278

F-TOYS2200

CHRISTIAENS

VIAAMSTERDAM

CARTON NO.1 AND 135

KB0677

930 CTNS (SAY NINE HUNDRED AND THIRTY

CATTONS)

5 ITEMS OF PLUSH TOYS “P”

8078.2kg Invoice No:

98WYHD-0042

Invoice Date:

16-Apr-98

11. Certification

It is hereby certified, on the basis of control carried out, that the

declaration by the exporter is correct.

12.Declaration by the exporter

The undersigned hereby declares that the above details and statements

produced inCHINA

(country)

and that they comply with the origin requirements specified for those

goods in the Generalized System of Preferences for goods exported to

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----------------------------------------------------------------------------------------------------------

Place and date, signature and stamp of certifying authority

----------------------------------------------------------------------------------------------------------

Place and date, signature and stamp of authorized signatory

PACKING LIST

SELLER: UNIVERSAL TRADING CO., LTD.

RM.1201-1216 MAYLING PLAZA,

131 DONGFANG RD., SHANGHAI CHINA

Invoice No.:

98 WYHD-0042 Invoice

Date:

16-Apr-

98

From: SHANGHAI To:AMSTERDAM

Total Package (in word) : SAY NINE

HUNDRED AND THIRTY CARTONS ONLY

BUYER:

TIVOLI PRODUCTS PLC

BERSTOFAGADE 48,

ROTIERDAM, THE NETHERLANDS

MARKS& NOS.:

As per Invoice No.: 98-WYHD-0042

Marks and Numbers

Number and kind of package

Description of goodsITEMS Quantity G.W N.W Meas.

5 ITEMS OF PLUSH TOYS

1-151152-220221-690691-825826-930

151 CTNS 69 CTNS 470 CTNS 135 CTNS 105 CTNS

KB7900 KP2273KB0278KB0067KC2048

1208 PCS4140 PCS1880 SETS1080 SETS3150 PCS

1132.5kg883.2 kg3760.0 kg1147.5 kg1155.0 kg

755.0kg345.0 kg2585.0 kg810.0 kg892.5 kg

12.485M3

12.420 M3

54.990 M3

24.884 M3

24.843 M3

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TOTAL: 930 CTNS 11458 Unit 8078.2 kg 5387.5 kg 129.622 M3

PACKING IN NEURAL SEAWORTHY EXPORT CARTONS SUITABLE FOR LING DISTANCE ICEAN TRANSPIORTATION

TOTAL NUMBER OF PACKAGE: 930 CARTONS (SAY NINE HUNDRED AND THIRTY CARTONS ONLY

EACH ITEM/PACKAGE G.W. N.W. MEAS. KB7900 7.5kg 5.0kg 0.083

KP2273 12.8kg 5.0kg 0.180KB0278 8.0kg 5.5kg 0.117KB0067 8.5kg 6.0kg 0.185

ISSUED BY UNIVERSAL TRADING CO., LTD SIGNATURE

PICC The People’s Insurance Company of China

Nanjing BranchCARGO TRANSPORTATION INSURANCE POLICY

(INVOICE NO.)POLICY NO.(CONTRACT NO.)

(L/C NO.)

Insured:

。THIS POLICY OF INSURANCE WITNESSES THAT THE PEOPLE’S INSURANCE COMPANY OF CHINA (HEREINAFTER CALLED “THE COMPANY”)AT THE REQUEST OF UNIVERSAL TRADING CO., LTD. AND IN CONSIDERATION OF THE AGREED PREMIUM PAID TO THE COMPANY BY THE INSURED,UNDERTAKES TO INSURE THE UNDERMENTIONED GOODS IN TRANSPORTATION SUBJECT TO THE CONDITIONS OF THIS OF THIS POLICY ASPER THE CLAUSES PRINTED OVERLEAF AND OTHER SPECIL CLAUSES ATTACHED HEREON.

MARKS&NOS QUANTITY DESCRIPTION OF GOODS AMOUNT INSURED

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As par invoice No:98WYHD-00-42 930 CTNS 5 ITEMS OF PLUSH TOYS US$100,169.00

TOTAL AMOUNT INSURED: SAY U.S. DOLLARS ONE HUNDRED TYHOUSAND ONE HUNDRED AND SIXTY NINE ONLY:PERMIUM: AS ARRANGED DATE OF COMMENCEMENT:

AS PER BILL OF LADING PER CONVEYANCE: PU HE 0011W

FROM: SHANGHAI VIA TO AMSTEROAM

CONDITIONS: COVERING INSTITUTE CARGO CLAUSES(A) AND WAR CLAUSES OF INSTITUTE CARGO CLAUSESCOVE COVERAGING

IN THE EVENT OF LOSS OR DAMAGE WITCH MAY RESULT IN A CLAIM UNDER THIS POLICY, IMMEDIATE NOTICE MUST BE GIVEN TO THECOMPANY’S AGENT AS MENTIONED HEREUNDER. CLAIMS,IF ANY,ONE OF THE ORIGINAL POLICY WHICH HAS BEEN ISSUED IN ORIGINAL(S)TOGETHER WITH THE RELEVENT DOCUMENTS SHALL BE SURRENDERED TO THE COMPANY . IF ONE OF THE ORIGINAL POLICY HAS BEENACCOMPLISHED. THE OTHERS TO BE VOID.

The People’s Insurance Company of ChinaShanghai Branch

CLAIM PAYABLE AT AMSTERDAM IN USD

30-Apr-98ISSUING DATE Authorized Signature

(ADD): (TEL):3234305 3217466-44

Address: 23 Zhongshan Dong Yi Lu Shanghai, China. Cable: 42001 Shanghai(FAX): (025)4404593

:16-Apr-99

1)SHIPPERUNIVERSAK TRADUBG CO., LTD.

RM.1201-1216 MAYLING PLAZA,

131 DONGFANG RD, SHANGHAI CHINA

4)L/C No: AM/VA0515ILC

5)OPEN BANK: F.VAN LANSCHOT BANKIESR N.V.

6)S/C No: HY98-CS004

7)AMOUNT:US$91,061.90

8) FROM: SHANGHAI

9)DESTINATION: AMSTERDAM

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10)TRANSSHIPMENT PROHIBITED

11)PARTIAL SHIPMENT

PROHIBITED

2)CONSIGNEETO ORDER

12)VALITY OF L/C 21-Jun-98

13)SHIPMENT DATE: 31-May-98

14)FREIGHT: PREPAID 15)TRADETERM: CIF

16)CONTACTOR: Junwei Li

17)TEL/ FAX: 021-58818844

3)NOTIFY PARTYTIVOLI PRODUCTS PLC

BERSTOFAGADE 48,

ROTIERDAM, THE NETHERLANDS

18 ) OPENING BANK:

BANK OF CHINA

19)BANK NUMBER : 16578516369

20)SPECIALREQUESTS:

MARKS DESVRIPTION OF GOODS G..W. N.W. QTY. UNIT PRICE TOTAL

As per invoice No: 5 ITEMS OF PLUSH TOYS

98WYHD-0042 KB7900 151 CTNS 1132.5kg 755.0kg 1208 PCS US$9.30 US$11,134.40 KP2273 69 CTNS 883.2kg 345.0kg 4140 PCS US$4.70 US$19,458.00 KB0278 470 CTNS 3760.0kg 2585.0kg 1880 SETS US$13.30 US$25,004.00 KB0677 135 CTNS 1147.5kg 810.0kg 1080 PCS US$13.35 US$14,418.00 KC2048105 CTNS 1155.0kg 892.5kg 3150 PCS US$6.65 US$20,947.50 US$91,061.99

TOTAL CTNS TOTAL G.W. TOTAL N.W. TOTAL MEA.

930 CTNS 8087.2kg 5387.5kg 129.622AM3

ADDITION:

363041 BOCSH CN14027A LAXD NL100492 16.35DD: 15TH APRIL 1998

TO: BANK OF CHINA, SHANGHAI,CHINA.FM: F. VAN LANSCHOT BANKIERS N.V., AMSTERDAM, THE NETHERIANDS.TEST NO AMT

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L/C NO.: AM/VA0515ILC DATED 9TH APRIL 1998IN FAVOUR OF _______: UNIVERSAL TRADING CO., LTD. RM.1201-1216 MAYLING PLAZA, 131 DONGFANG RD., SHANGHAI CHINAAMENDMENT NO.1---APPLICANT AMTNDED TO TIVOLI PRODUCTS PLC, BERSTOFSGADE 48, ROTTERDAM, THE NETHERLANDS.---BENDRICIARY’S DRAFTS DRAMW AT SIGHT INSTEAD OF AT 45 DAYS AFTER SIGHT---EXTEND EXPIRY DATE TO 21ST JUNE 1998---INDER LIST OF ACCOMPANTED NEGOTIATION DOCUMENTS:

DELETE: --2/3 OF ORIGINAL CLEAN ON-BOARD MARINE BILLS OF LANDING, PLUS 3 N.N. –COPIES, MADE OUT: “TO ORDER”, AND BLANK ENDORSED MARKED: “FREIGHT PREPAID” SHOWING AS NOTIFY THE APPLICANT (GIVING FULL NAME, ADDRESS AND PHONE NUMBER).

--BENEFICIARY’S CENRTIFICATE STATING THAT ONE SET OF NON-NEGOTIABLE SHIPPING DOCUMENT TOGETHER WITH THE 1/3 ORIGINAL B/L HAVE BEEN SENT TO THE APPLICANT BY DHL WITHIN 48 HOURS AFTER THE SHIPMENT.

INSERT: --FULL SET OF ORIGINAL CLEAN ON-BOARD MARINE BILLS OF LANDING, PLUS 3 N.N. –COPIES, MADE OUT: “TO ORDER”, AND BLANK ENDORSED MARKED: “FREIGHT PREPAID” SHOWING AS NOTIFY THE APPLICANT (GIVING FULL NAME, ADDRESS AND PHONE NUMBER).

--BENEFICIARY’S CENRTIFICATE STATING THAT ONE SET OF NON-NEGOTIABLE SHIPPING DOCUMENT HAS BEEN SENT TO THE APPLICANT BY DHL WITHIN 48 HOURS AFTER THE SHIPMENT.

---DOCUMENTS TO BE PRESENTED ULTIMATELY 21 DAYS INSTEAD OF 15 DAYS AFTER THE DATE IF ISSUANCE OF THE RELATIVE TRANSPORT-DOCUMENTS BUT WITHIN THE VALIDITY FO THE DOC.CREDIT.

ALL OTHER TERMS AND CONDITINS REMAIN UNCHANGED.SUBFTST TO UCP500

REGARDS,F. VAN LANSCHOT BANKIERS N.V., AMSTERDAM( TLX.: 14.37+LASD NL)

1)INSURE: 2)ASSURED:THE PEOPLE’S INSURANCE UNIVERSAL TRADING CO., LTDCOMPANY OF CHINA SHANGHAI

3)NO: PICCSH988784 4)DATED: 30-Apr-98

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5)MARKS6)PACKAGE

S 7)ARTICLES 8)AMOUNT

As per Invoice No:98WYHD-0042

930 CTNS 5 ITEMS OF PLUSH TOYS US$100,169.00

9)TOTAL AMOUNT:(BIG LETTER)SAY U.S. DOLLARS INIETY ONE THOUSAND AND SIXTY ONE CENTS NINETY

ONLY

10)VESSEL:(SHIPPED BY) (VOY) 11)SHIPPING: 12)DESTINATION: PU HE 0011W SHANGHAI AMSTERDAM

13)INSURANCE COVERAGE: 14)INSURE AGENCY:COVERING INSTUTUTE CARGO CLAUSES(A) THE PEOPLE’S INSURANCEAND WAR CLAUSES OF INSTUTUTE CARGO COMPANY OF CHINA, AMSTERRDAM BRANCH 530# ARIL ST. AMSTERDAM, THE NETHERLANDS

15)INSURE PLACE: AMSTERDAM 16) INSURE AMOUNT: US$851.44 PEOPLE’S INSURANCE COMPANY OF CHINA

SHANGHAI BRANCH

1)INSURE: 2)ASSURED:THE PEOPLE’S INSURANCE UNIVERSAL TRADING CO., LTDCOMPANY OF CHINA SHANGHAI

3)MARKS4)PACKAGE

S 5)ARTICLES 6)AMOUNT

As per Invoice No:98WYHD-0042

930 CTNS 5 ITEMS OF PLUSH TOYS US$100,169.00

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7)TOTAL AMOUNT:(BIG LETTER)SAY U.S. DOLLARS INIETY ONE THOUSAND AND SIXTY ONE CENTS NINETY

ONLY

8)VESSEL:(SHIPPED BY) (VOY) 9)SHIPPING: 10)DESTINATION: PU HE 0011W SHANGHAI AMSTERDAM

11)INSURANCE COVERAGE: 12)DATE OF LOADING :COVERING INSTUTUTE CARGO CLAUSES(A) 06-May-98AND WAR CLAUSES OF INSTUTUTE CARGO

15)DATE OF INSURE: 30-Apr-98 16)SIGNATURE: UNIVERSAL TRADING CO., LTD

SHIPPERUNIVERSAK TRADUBG CO., LTD.

RM.1201-1216 MAYLING PLAZA,

131 DONGFANG RD, SHANGHAI CHINA

CONGIGNEETO ORDER

NOTITY PARTYTIVOLI PRODUCTS PLC

BERSTOFAGADE 48,

ROTIERDAM, THE NETHERLANDS

Pre-carriage by Place of ReceiptVessel Voy. No.PU HE 0011W

Port of Loading: SHANGHAI

Port of Discharge: AMSTERDAM

Place of Delivery Final Destination

Container No. Seal No. Marks No.of CT

Packages G.W. Measure.

COSU455961

COSU165843

COSU784552

CE/MP. 987

CHRISTIAENS

VIAAMSTERDAM

CARTON NO.1 AND 151

KB7900

CE/MP. 987

CHRISTIAENS

D/R No. COS987672

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COSU358725 VIAAMSTERDAM

CARTON NO.1 AND 69

KB2273

CE/MP. 987

CHRISTIAENS

VIAAMSTERDAM

CARTON NO.1 AND 470

KB0278

F-TOYS2200

CHRISTIAENS

VIAAMSTERDAM

CARTON NO.1 AND 135

KB0677

F-TOYS2200

CHRISTIAENS

VIAAMSTERDAM

CARTON NO.1 AND 151

KB2048

930 CTNS

5 ITEMS OF

PLUSH TOYS

8078.2kg

129.622M3

TOTAL NUMBER OF CONTATINERS: SAY NINE HUNDRED AND THIRTY CARTONS ONLY

FREIGHT Revenue Tons RATE Per Prepaid CollectEx Rate Prepaid at SHANGHAI Payable at Place of issue

Total Prepaid No. of Original B/L: THREE 3

Service Type on Receiving CY

Service Type on Delivery CY

: CHINA OCEAN SHIIPPING

AGENCY, SHANGHAI BRANCH

Transshipment: PROHIBITED Partial Shipment: PROHIBITED

Date of Shipment: 31-May-98 Validly: 21-Jun-98

Total Amount: US$91,061.90

Date of Bill: 16-Apr-99