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（4）part b sight draft in duplicate.
3.3the second payment shall amount to _________% of the total payment due in _________， i.e. _________u.s.d. （say: _________u.s.d. only） and shall be paid to part b on _________， _________. upon the receipt by part a from part b of the following documents:
（1）air - freightbillof thesecondbatchof documentationdeliveredbypart bon_________， _________，pursuant to stipulations in appendix_________;
（2）part b commercial invoice in duplicate;
（3）part b sight draft in duplicate.
3.4both parties agree to settle in cash in _________while the settlement in _________will be_________% in cash and the remaining _________% shall be made through compensation of resale from part a.
3.5the payment of _________ will be due on_________ th _________of the year upon receipt of the commercial invoices in duplicate from part b.
3.6the yearly payments from 19onward as per clause 3.1. are due on _________， _________， of each year upon receipt of 2 copies of the commercial invoice from part b.
3.7part of the know - how transferring fee would be paid to part b by part a as per clause 3.1. during the joint - production period， and the unpaid part would be converted as the investment of part b to the joint - venture when the joint-venture comes to realisation. should the joint - venture miscarry and the joint- production be forced to terminate within 5 （five） years， part a shall confirm that the unpaid part of the know - how transferring fee shall fully be remitted to part b by part a. in each of the above - mentioned cases， evaluating the mode of payment of the know - how transferring fee shall be agreed upon by both parties through consultation in due course.
article 4 joint- production andcompensation trade
4.1for the purpose of balancing part a' s foreign exchange， part b agrees to buy - back the medium speed marine main engines of type 12v- 400zc and 12v- 600zc produced by part a.
4.2the total value of the above mentioned orders shall not be less than _________% of the expenses for purchasing components by part a from part b. part b agrees that under the prerequisite of increased compensation capability of part a and increased demand of part b the percentage of payments compensated through the back - sale of pite's products can be increased without limitation.
4.3products supplied to part b by part a shall be at favourable prices， types， quantity， and delivery time of the products shall be agreed in the contract for every order by both pareties. quality of part a's products has to meet part b's standard.
4.4part b shall require part a to start the trial production of medium speed marine main engine of type 12v - 400zc immediately upon receiving their drawings. the first products， one for each party， shall be tested separately by both parties and part b shall， on the basis of satisfactory tests， require part a to deliver_________（ _________）sets of medium speed marine main engine of type 12v- 400zc within 19 _________. the prices and delivery periods shall be agreed upon when the contract is concluded.
article 5 guarantee
5.1part b guarantees that the documentation supplied shall be of the latest technological achievement within the valid period of the contract and shall be exactly identical with the documentation currently used by part b.
5.2part b guarantees that the documentation supplied shall be complete， correct and legible.
article 6 tax and duty
6.1all taxes， customs and other duties in connection with the performance of the contract arising outside the part a side shall be borne by part b.
6.2all taxes， customs and other duties in connection with the performance of the contract arising inside the part a side shall be borne by part a.
article 7 trademark
7.1part a shall have the right to use the part b trademark and serial number of contracted products. part a shall label the trademark smith - portla co， ltd. on the contracted products so produced.
7.2nameplates， quotations， technical specifications， advertisement， instruction manuals， samples of the contracted products manufactured by part a shall all be labelled with the name of part a.
article 8 packing
8.1packing shall be in the form of strong wooden case （s） suitable for long voyage and well protected against dampness， moisture， shock， rust and rough handling. the seller shall be liable for any damage to the goods and extra expenses due to improper packing， inadequate or improper protective measures.
8.2the package number， measurements， gross weight， net weight， the words "keep away from moisture"and the following shipping marks shall be printed with fadeless paint on each package:
（1）part b/part a 12v - 400zc
（2）part b/part a12v- 600zc
8.3packing list in duplicate indicating gross and net weight，measurements and quantity of each item is included.
article 9 force majeure
9.1should either party of the contract be prevented from implementing the contract by such cases of force majeure as war， serious fire， flood， typhoon and earthquake， or other events confirmed by both parties， the time for implementing the contract shall be extended by a period equal to the effect of such force majeure.
9.2the party concerned shall notify the other party by cable within the shortest possible time after occurrence of the force majeure and send by registered airmail within 14 （fourteen） days to the other party a certificate issued by relevant authorities for confirmation.
9.3should the effects of force majeure continue for more than 120 （one hundred twenty） consecutive days， both parties shall settle further execution of the contract through friendly negotiations as soon as possible.
article10 arbitration
10.1all disputes relating to the contractor arising from the execution of the contract shall be setfled through friendly consultations between both parties. should no settlemnt be reached， the disputes shall be submitted to arbitration.
10.2the arbitration shall take place in stockholm， sweden， and be conducted by the arbitration institute of the stockholm chamber of commerce.
10.3the arbitration award shall be final and binding on both parties.
10.4the arbitration fee shall be borne by the losing party except otherwise awarded by the arbitration institute.
10.5in the course of arbi. tration， the contract shall continuously be executed by both parties except for the part which is under arbitration.
article 11 effectivenessof the contract and miscellaneous
11.1this contract is formally signed by the representatives of both parties in_________/ （place） on
_________， and shall be approved by the relevant authorities within one week to become effective.
11.2this contract shall be written in english in four copies. each party shall keep two copies.
11.3the duration of the contract is stipulated in art. 11.
11.4appendix to the contract shall form an integral part of the contract and shall have the same binding force as the contract itseff.
11.5all documents， letters， telegrams and telexes interexchanged between both parties before the signing of the contract shall become null and void automatically from the date on which the contract comes into force.
11.6this contract can only be altered， amended and supplemented in accordance with the documents which have been signed or stamped by the authorised representatives of both parties.

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