1. Business : Both parties shall act as principals, and not as agents.

2. Offers : All firm offers made by cable. unless otherwise stipulated. shall remain in force for four days including the day cabled. Sundays and national holidays shall not be counted as days.

3. Acceptance : Acceptance must be made by cable within the time specified.

4. Order : An order by cable must be confirmed by cable on receipt; subsequently a separate contract note or order sheet shall be sent by following mail. Orders thus confirmed can not be cancelled unless by mutual consent.

4. Price : Unless otherwise stated in letter or cable, prices shall be in US. Currency on C & F Los Angeles basis.

5. Quality : (a) Goods sold on sample shall be guaranteed by the seller to confirm exactly to sample upon arrival at destination.
(b) Goods sold without sample shall be guaranteed by the seller to be equal to the fair average of the season's crop.

6. Quantity : Weight and quantity determined by the seller, as set forth in shipping documents, shall final.

7. Marking : All shipments shall be marked
P&V
LOS ANGELES
MADE IN xxxxxx
and given running numbers.

8. Terms : Banker's Irrevocable Letter of Credit is to be opened at the time each contract is concluded. Draft is to be drawn at sight, under the Credit for the full invoice amount with full set of Shipping Documents attached, namely, Bills of Lading. Insurance Policies or Certificates, Commercial Invoices, Consular Invoices and other documents which particular contracts require.

9. Shipment : Shipment shall be made within the time specified in the contract of sale. In case of force majeure one month's delay is allowed. The date of the Bill of Lading shall be full and sufficient evidence of the date of shipment.

10.Destination : Los Angeles unless expressly specified by cables or letters. The port of discharge, however, shall be at the buyer's option in accordance with the special agreement when each contract is made.

11.Insurance : Insurance shall be effected by the seller on W.A., including risks of Theft, Pilferage and Non-Delivery for the invoice amount plus ten percent, War Risk or any other additional insurance, if required, shall be covered for account of the buyer. Policies or Certificates are to be made out in U.S. Currency, and claims payable in Los Angeles.

12.Claims : Claims, if any, shall be filed by cable within fourteen days from the date of final discharge at destination. Certificates by recognized surveyors shall be sent by airmail without delay.

13.Arbitration : Claims and disputes, unless amicably adjusted between seller and buyer, are to be submitted to two arbitrators by respective parties, whose decision both parties should accept and abide by.

14.Governing Law : This Contract shall be governed in all respects by the laws of xxxxx.

This agreement shall be valid from the date of May 1, 1996.

Buyers : _____________________

SELLERS :_____________________