SAMPLE ( internal use only)

Contract for Importation of Manufactured Goods (CIMG)

Table of Contents
Chapter 1 Definition
Chapter 2 Scope of the Contract
Chapter 3 Price
Chapter 4 Payment
Chapter 5 Delivery and Insurance
Chapter 6 Packing and Marking
Chapter 7 Design and Technical Documentation
Chapter 8 Standards and Inspection
Chapter 9 Test Runs, Performance Test, Quality Control and Acceptance
Chapter 10 Guarantee and Warranty
Chapter 11 Confidentiality
Chapter 12 Claim
Chapter 13 Cancellation
Chapter 14 Force Majeure
Chapter 15 Taxes and Duties
Chapter 16 Arbitration
Chapter 17 Effectiveness of the Contract and Miscellaneous
List of Appendices
Appendix 1 List of Contract Products
Appendix 2 Delivery Schedule
Appendix 3 Specification, Performance, Guarantees and Warranty for the Contract Products
Appendix 4 The List of the Itemized Prices for the Contract Products
Appendix 5 Product Marking and Packaging
Appendix 6 The Standard and Codes of Products
Appendix 7 Test Runs, Performance Test, Quality Control and Acceptance
Appendix 8 Seller's Bank information
Appendix 9 GSP Group Human Rights Principles (HRP)
Appendix 10 Supplier Environmental, Health and Safety Performance Requirements (Corporate Services (CS)

Contract for Importation of Product

Contract No.__________________.
Date of Signature: _____________.
Place of Signature:_____________.

This Contract is made and entered into through friendly negotiation by and between
____________________Corporation, a corporation organized and existing under the laws of the
_____________________________(hereinafter referred to as "the Seller"), as one party and GSP Group Ltd .,
a Polish Corporation located at 91-222 Lodz ul. Sw Teresy 103 Poland a corporation organized and
existing under the laws of Poland (hereinafter referred to as "the Buyer"), as the other party, under the following
terms and conditions:

Chapter 1 Definition
In the Contract unless the context otherwise defines:
GSP Group Ltd.

Contract for Importation of Manufactured Goods (CIMG)

1.1 Contract Product(s) means the products manufactured by the Seller, and defined by the technical
specifications, performance, quality control procedures specified in Appendices 3, 6 and 7.
1.2 Purchase Price means individual item price Free On Board (FOB) Sellers warehouse payable to the Seller
under the Contract for full and proper performance of its contractual obligations, details of which are specified in
Appendix 4.
1.3 Contract Currency means the currency in which the payment is made under the Contract, namely USA
Dollar $, (USD).
1.4 Sellers Bank information, refer to as Seller's Bank, specified in Appendix 8.
1.5 Test Runs means the test conducted respectively on the individual product and a series of products in order
to check their technical performance, details of which are specified in Appendix 7.
1.6 Acceptance means the Buyer accepts the Contract after it reaches the technical performance and the Seller
guarantees the performance of all delivered goods according to standards and procedures specified in Appendix
3.
1.7 Port of Shipment and Unloading refers to the Port of Shipment, name of port:____________________, and
Port of Unloading , name of the port: Gdynia, Poland. The Buyer may change the Port of Unloading depending
on the products final destination.
1.8 In which case the product is shipped by air, the destination Airport refers to Warsaw, Poland. The Buyer may
change the Airport destination depending on the products final destination.
1.9 Site Representative means the representative nominated respectively by each Party, who is in charge of all
the matters with respect to the contractual obligations of the respective Party.
1.10 Technical Documentation means the technical data, supplied by the Buyers product standards,
specifications, drawings and documents related to Design, Inspection, Test Runs and Performance Test details
of which are specified in Appendix 3, 6 and 7.
1.11 Technical Service means the technical instruction, assistance and supervision rendered by the Seller to the
Buyer with respect to Test Runs and Performance Test related to the Contract Product details of which are
specified in Appendix 3.
1.12 Effective Date of the Contract means the date when the contract is approved and signed by authorized
personnel of the Buyer and Seller.
Chapter 2 Scope of the Contract
2.1 The Buyer agrees to buy from the Seller and the Seller agrees to sell to the Buyer, Products, content of
which are specified in Appendix 1.
2.2 The Seller shall supply the Appendix 1 of the Contracted products after Buyer confirmation. As well as the
final technical, performance and quality control specifications confirmed by the Buyer and guarantees of the
Contract Products specified in Appendix 3.
2.3 The Seller shall undertake the design work with respect to the Contract Product, Appendix 3, 5 and 6.
2.4 The Seller shall submit to the Buyer the Technical Documentation as specified in Appendix 3.
2.5 The Seller shall submit to the Buyer- internal Quality Control Procedures Manual and comply with process
and product Quality Control Procedures as per Appendix 7.

Chapter 3 Price
3.1 The Seller will provide breakdown pricing which must be confirmed and accepted by the Buyer for the
Contract Products as per Appendix 4.
GSP Group Ltd.

Contract for Importation of Manufactured Goods (CIMG)

Chapter 4 Payment
4.1 All payments to be made by the Buyer to the Seller shall be effected through the Buyer's Bank and the
Seller's Bank in Contract Currency.
4.2 The Buyer shall make the payment in the following method:
Paid by Telegraphic Transfer (T/T)
4.3 All orders should be paid by Buyer according to the following:
20% of confirmed Pro-forma Invoice value, based on Buyers purchase order value, within 7 business days from
Sellers Pro-forma Invoice,
10% of confirmed and final Commercial Invoice value within 3 business days after shipping date,
50% of confirmed Commercial Invoice value in exchange for original copies of:
A. one copy of Sellers Commercial Invoice and packing list,
B. three copies of Original Bill of Lading (or air Way Bill),
C. Certificate of Origin,
D. Certificate of Insurance (if required by the Buyer)
20% of confirmed Commercial Invoice value in 30 days after acceptance of goods,
Chapter 5 Delivery and Insurance
5.1 The Port of Shipping and unloading for the Contract Product is: as specified in Chapter 1.7 and 1.8.
5.2 The Seller shall, in accordance with the delivery schedule as specified in Appendix 2, confirm preliminary
delivery schedule to the Buyer within 4 working business days after the Effective Date of the Contract. The
preliminary delivery schedule shall include:
A. Buyers Purchase Order #,
B. Shipping date for each purchase order,
C. Buyers Part Nos.,
D. Product descriptions,
E. Quantities to be shipped
F. Approximate total gross and volume per purchase order,
G. Estimated delivery time to Port of Destination.
5.3 Prior to each shipment the Seller must provide the Buyer Pro-forma Invoice which must be confirmed and
approved by the Buyer. The documentation must include the information as specified bellow.
In addition, no later than 1 (one) day after shipping date of each shipment, the Seller shall provide copy of
Commercial Invoice and Packing List to the Buyer by fax/e-mail with the following contents:
A. Sellers invoice number and date;
B. Buyers Purchase Order #;
C. Buyers Part Number for each product;
D. Quantity ordered and quantity shipped for each product;
E. Sales price for each product;
F. Total value for each invoice line;
G. Description for each product;
H. Total volume per line item;
I. Total net weight per line item;
J. Total gross weight per line item;
K. Total volume;
L. Total net weight;
M. Total gross weight;
N. Total number of packages;
O. Container #;
P. Container seal #;
Q. Port of Shipment.
R. ETA- Estimated arrival time in the port of Destination/Unloading.
5.4 The Seller shall be responsible for booking the shipping space upon Buyers approval. Not later than 3 days
before each shipment, the Seller shall notify the Buyer of the information including the name of the proposed
GSP Group Ltd.

Contract for Importation of Manufactured Goods (CIMG)

vessel, shipping line, the shipping route and the estimated date of departure from Port of Shipment and the
estimated date of arrival at Port of Destination. The Buyer reserves the right to choose the shipping company
and provide insurance for each shipment in which case the Buyer will provide all necessary information to the
Seller in order to book the shipping space for each order.
5.5 Unless otherwise agreed by the Buyer, "shipped on deck" The transshipment is not acceptable by the Buyer.
5.6 In order to facilitate the receipt of the Contract Products and inland transportation, the Seller shall, within 3
days after loading, inform the Buyer by fax/e-mail of the following information:
A. Vessel name;
B. Voyage #;
C. Sailing date;
D. Container #;
E. Container Seal #;
F. ETD Estimated Time of Departure from the Port of Loading;
G. ETA - Estimated Time of Arrival at the Port of Unloading.
Within 3 days after loading the Contract Products, the Seller shall e-mail or fax one (1) duplicate copy of the Bill
of Lading, manually signed commercial invoice, ex-works quality certificate of origin, certificate or policy of
insurance (if provided by Seller) and packing list to the Buyer.
5.7 The third party ocean Bill of Lading is not acceptable.
5.9 In case the Seller fails to make delivery in accordance with the final delivery schedule, the Seller shall pay
the liquidated damages for late delivery at the following rates:
A. From the first to the second week, the liquidated damage shall be 2% percent of the total value of the delayed
Contract Products previously confirmed by the Seller and confirmed by the Buyer. The total value per each
shipment as specified in Pro-forma Invoice.
B. From the third to the fourth week, the liquidated damage shall be 5% percent of the value of the delayed
Contract Products. Products previously confirmed by the Seller and confirmed by the Buyer. The total value per
each shipment as specified in Pro-forma Invoice.
C. From the fifth to the sixth week, the liquidated damage shall be 10% percent of the value of the delayed
Contract Products-. Products previously confirmed by the Seller and confirmed by the Buyer. The total value per
each shipment as specified in Pro-forma Invoice.
D. After the seventh week, the liquidated damage shall be additional 4% percent over the 10% as specified in
chapter 5.9 paragraph C of the value of the delayed Contract Products per week. Products previously
confirmed by the Seller and confirmed by the Buyer. The total value per each shipment as specified in Pro-forma
Invoice.
Odd days less than one (1) week shall be counted as one week for calculating the liquidated damage. The total
amount of the liquidated damages shall not exceed 50% percent of the total Contract Value for each ordered
and not shipped Products previously confirmed by the Seller and confirmed by the Buyer. The total value per
each shipment as specified in Pro-forma Invoice. . The payment of liquidated damages shall not release the
Seller from its obligation to deliver the delayed Contract Products.
5.10 The Seller shall affect insurance against all risks, war risk and on deck risk if applicable, with a first class
insurance company covering 120% of the invoice value with the Buyer as the beneficiary. The insurance has to
be covered in the Contract Currency showing claims payable in the United States of America and with no
deductible clause. In case if the Contracted Product will be insured by the Buyer - Insurance cost will be
covered by the Buyer. The Buyer will inform of such changes to the Seller in writing prior to making the shipment
by the Seller.
In case the Contract Products are lost and/or damaged in the ocean transportation, the Seller shall assist the
Buyer to apply to the insurance company for compensation or lodge claims against the insurance company on
behalf of the Buyer and effect, upon the Buyer's request, supplementary supply of the same at the original
GSP Group Ltd.

Contract for Importation of Manufactured Goods (CIMG)

Contract Value.
Chapter 6 Packing and Marking
6.1 Unless otherwise specified in the Contract and Appendix 5, the Contract Products shall be packed by the
Seller in new cardboard cartons and placed on pallets certified to EU standards, as indicated in Appendix 5.
Unless otherwise stated, the Buyer will provide all specifications, in Appendix 5 ,on Contracted Product.
Measures shall be taken to protect the Contract Products from moisture, rain, shock and damages according to
their different shapes and special features so as to make the Contract Products withstand numerous handling,
loading and unloading as well as long distance ocean and inland transportation to ensure the Contract Products
safe arrival at the Buys final destination without any damage and complete.
6.2 The loose accessories in master boxes or bundles shall be labeled by the Seller indicating Buyers Part No.,
product description, as indicated in Appendix 5.
6.3 The Seller shall, on four (4) adjacent sides of each package, mark conspicuously the following items in
English as per Appendix 5.
6.4 The following documents shall be enclosed in each shipment. Copy of such documents must be supplied by
e-mail to the Buyer 3 days after the shipment for internal Buyer procedures.
A. Two (2) duplicate copies of detailed packing list; (in which case the packing of contracted product is on
pallets, each pallet must be marked and attached to pallet packing list which must indicate the contents of each
pallet. It must include Buyer product catalog number and number of boxes on each pallet.
B. Two (2) duplicate copies of quality certificate;
6.5 In case of container transportation, the Seller shall examine the conditions of the containers so that only
those in good conditions shall be used for delivery of the Contract Products. Sufficient shores or chocks shall be
provided in order to prevent the Contract Products from moving inside the containers. The Contract Product
must be packed in the container in the appropriate way : the heavy items must be always packed on the bottom
of the container and the light products on the fop of other heavy products. When shipping fragile products the
Seller must mark this product according to the Appendix 5. The Seller shall be liable for any damage to the
Contract Products thus incurred due to the negligence of the Seller.
6.6 If any of the Contract Products is damaged or lost due to improper packing and/or inadequate protective
measures, the Seller shall be responsible for repair, replacement and/or compensation in accordance with the
Contract. If the Contract Products are lost due to mistake or ambiguousness in package and/or shipping marks,
the Seller shall bear additional expenses thus incurred.
6.7 In case the Seller uses wooden packaging, the packages must be free from any insect infestation. Should
insect infestation be found in quarantine inspection, the Seller shall bear all cost incurred in fumigation or
replacement of package at the Port of Unloading.
6.8 In accordance with standardized insurance policies and GSP Group requirements all shipment orders must
be digitally photographed before actual departure from the Sellers warehouse.
A. Container shipments: 1 (one) digital picture per 10FT (3meters) of leaded products;
B. Air shipments: 1 (one) group digital picture.
The digital photos in a jpg format should be e-mailed to GSP Group office together with copies of Commercial
Invoice and other required documents. The pictures should be clear and photographed with sufficient amount of
light. Each JPG file cannot exceed 100kB in size.
Chapter 7 Technical Documentation
7.1 The contents of the Technical Documentation are specified in Appendix 3, 6 and 7. The Technical
Documentation shall be drafted in metric system (or USA measure system depending on the system standards)
and be stated and explained in English, unless otherwise provided by Buyer.
Chapter 8 Standards and Inspection
8.1 The Seller shall carry selection of materials, manufacture,, inspection and constant quality control of
GSP Group Ltd.

Contract for Importation of Manufactured Goods (CIMG)

manufacturing Contract Products specified in Appendix 3, 6 and 7 and existing standards and codes.
8.2 The Seller shall inspect the Contract Products and issue the ex-works quality certificates as well as predelivery inspection records, all inspection records (copy) for each delivery must be kept by the Seller for
minimum of 3 years. All expenses involved shall be for the Seller's account. The ex-works quality certificates
and pre-delivery inspection records shall be submitted to the Buyer by e-mail prior shipping each individual
purchase order.
8.3 The Buyer has the right to send its inspectors to the Seller's manufacturing facilities to inspect the
manufacturing process and quality of Products and main equipment together with the Seller's inspectors, at any
time without previous notification to the Seller.
8.4 The Seller shall give full considerations to the opinions put forward by the Buyer s inspectors, and shall take
all necessary measures at its own costs to eliminate the defect or discrepancy.
8.5 The open-package inspection on the Contract Products shall be performed by the Buyers Inspection
Personnel at buyers location. Should any shortage, defect, damage or other non-conformity with the Contract
be found with the delivered Contract Products during the open-package inspection, the inspection certificate
issued by the Buyers Inspection Personnel shall be taken by the Buyer as effective evidence to claim against
the Seller.
8.6 Should Contract Products be found defective or not comply with standards in Appendix 3,5,6 and 7 before
the expiration of Manufacturer Warranty Period for any reason, including but not limited to latent defect or the
use of unsuitable materials, the Buyer has the right to claim against the Seller on the strength of the each
product supplied by the Seller Contract Products invoices or inspection certificate issued by the Seller to the
Buyer.
8.7 If the Contract Products do not meet the standards and codes specified in the Technical Documentation, the
Buyer has the right to claim such products against the Seller. All costs and expenses related with return to the
Seller or destruction including utilization costs at Buyers location will bear by the Seller, including restocking,
customs, taxes, transportation, insurance and not excluding damages caused by such products at Buyers
customers locations.
Chapter 9
Test Runs, Performance Test, Quality Control Procedures and Acceptance
9.1 Test runs, performance test, quality control and their acceptance shall be carried out by the Seller under the
technical instruction rendered by the Buyer. The scope of the Technical Service is specified in Appendix 7.
9.2 In case any item does not reach the performance and/or quality control procedure specified in Appendix 7 in
the Performance Test, both parties shall make investigations into the reason for the failure and solve the
problem.
Chapter 10 Guarantee and Warranty
10.1 The Seller guarantees that the Contract Products shall be safe and meet all provisions listed in Appendix 3,
5, 6 and 7.
Chapter 11 Confidentiality
11.1 Within 5 years after the Effective Date of this Contract, either Party is obliged to take proper measures to
keep the know-how and related Technical Documentation strictly confidential from any third Party except those
who are engaged in the performance of the Contract. However, they are subject to the same confidential
obligation.
11.2 Either Party shall keep confidential the trade secrets which it and/or its technical personnel may obtain or
be accessible to in the course of performing the Contract and shall not make use of or disclose such information
without prior written consent given by the other Party.
11.3 The confidential obligation shall not apply to the information which:
A. now or hereafter enters the public domain;
B. can be proved to have been in the possession of either party at the time of disclosure and which was not
GSP Group Ltd.

Contract for Importation of Manufactured Goods (CIMG)

previously obtained, directly or indirectly, from the other party hereto;

C. lawfully becomes available to either party from a third party under no obligation of confidentiality.
Chapter 12 Claim
12.1 In case the Seller fails in performing any of its obligations under the contract during the design,
manufacture, inspection, Test Runs, Performance Test, Quality Control Procedures and Warranty Period, the
Buyer has the right to lodge claims against the Seller for the following remedies:
12.1.1 Replace defective products and /or products that do not meet the standard as in Appendix 3,5,6 and 7
Products at the Seller's expenses, including all associated costs with the defective product replacement costs,
defective product labor costs and any damage cost caused by defective products even after installation and sale
of Contracted Products sold to third party.
The Seller will eliminate quantity discrepancies at the Seller's expenses including all associated costs involved
with discrepancy. In case the Seller does not meet these obligations the Buyer has the right to eliminate the
defects or eliminate discrepancies by itself for the Seller's account and the Seller is obligated to make cash
refund to the Buyer.
12.1.2 Devalue the Contract Products according to the degree of inferiority, extent of damage and amount of
losses suffered by the Buyer.
12.1.3 Fully compensate for other losses and damages arising out of the Seller's default as specified in chapter
12.1.1.
12.2 The claim notice shall be effective if it is issued not later than thirty (30) days from the expiration of the
Warranty Period. Warranty Period for Contract Product must be provided by the Seller prior to first shipment.
The Seller is not permitted to change or modify the Warranty Policy.
12.3 In case the Seller fails to reply within fourteen (14) days upon receipt of the Buyer's claim, the claim shall
be regarded as being accepted by the Seller.
12.4 The Seller is obligated to have international liability insurance in the value not les then 1.000.000$ USD .
Copy of such document must be presented to the Buyer. The Seller will not cancel the insurance for the duration
of the Contract between the Seller and Buyer.
Chapter 13 Cancellation
13.1 The Buyer may, without prejudice to any other remedy for the Seller's following breach of contract, by
written notice of default sent to the Seller, cancel the Contract in whole or in part, if the Seller
A. fails to deliver the Contract Products after the scheduled delivery time indicated in Appendix 2; or
B. fails to make the Contract Products reach the minimum level of the technical and quality performance
guaranteed and specified in Appendix 3, 5, 6 and 7; or
C. fails to perform any other obligations under the Contract except minor parts thereof.
13.2 Either party may at any time cancel the Contract, by giving written notice to the other party in case the
other party becomes bankrupt or insolvent. Such cancellation shall not prejudice or affect any other available
remedy.
Chapter 14 Force Majeure
14.1 Should either party be prevented from performing any of its obligations under this Contract due to the event
of Force Majeure, such as war, serious fire, typhoon, earthquake, flood and any other events which could not be
expected, avoided and overcome, the affected party shall notify the other party of occurrence of such an event
by fax and send by registered airmail a certificate issued by competent authorities or agency confirming the
event of the Force Majeure within fourteen (14) days following its occurrence.
14.2 The affected party shall not be liable for any delay or failure in performing any of its obligations due to the
event of Force Majeure. However, the affected party shall inform the other party by fax the termination or
elimination of the event of Force Majeure as soon as possible.
14.3 Both Parties shall proceed with their obligations immediately upon the cease of the event of Force Majeure
or the removal of the effects and the term of the Contract shall be extended correspondingly. Should the effect of
the event of Force Majeure last for more than one hundred and twenty (120) days, either party has the right to
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Contract for Importation of Manufactured Goods (CIMG)

terminate the Contract by a written notice.

Chapter 15 Taxes and Duties
15.1 All taxes and duties in connection with and in the performance of the Contract levied by ______________
government on the Seller in accordance with the tax laws of ____________________shall be borne by the
Seller.
15.2 All taxed and duties arising outside _______________________ in connection with and in performance of
the Contract shall be borne by the Buyer.
Chapter 16 Arbitration
16.1 Any dispute arising from or in connection with this contract shall be submitted to European Community
Court of Arbitrations for arbitration which shall be conducted in accordance with the Court's arbitration rules in
effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.
16.2 Notwithstanding any reference to arbitration, both Parties shall continue to perform their respective
obligations under the Contract unless otherwise agreed.

Chapter 17 Effectiveness of the Contract and Miscellaneous

17.1 In case the Seller fails in performing any of its obligations under the contract during cooperation specially
no applying to Human Rights Principles (HRP) and Supplier Environmental, Health and Safety Performance
Requirements (Corporate Services (CS) , the Buyer has the right to lodge claims against the Seller and
terminate the Contract.
17.2 After the Contract is signed by the authorized representatives, each Party shall apply to its respective
authorities for ratification if required to do so and shall make effort to obtain the approval from the respective
authorities within (30) days after the signature of the Contract. Each Party shall notify the other promptly in
writing of the date of ratification and the Contract becomes effective on the later date of ratification.
17.3 The validity period of the Contract is 5 years. Any unsettled credit and debt under the Contract shall not be
affected by the expiration of the Contract. The debtor shall effect its obligation of reimbursement to the creditor.
17.4 The Contract is made in two counterparts each in _________________ and English, each of which shall be
deemed equally authentic. In case of translation discrepancy the English version of the contract prevails. The
Contract is in four (4) originals, two (2) for the Buyer and two (2) for the Seller.
17.5 Appendices to the Contract are integral parts of the Contract and shall have the same legal force as the
text of Contract itself. In case of discrepancy between the text of the Contract and Appendices, the text of the
Contract shall prevail.
17.6 All amendments, supplements and alterations to the terms and conditions of the Contract shall be made in
written form and signed by the authorized representatives.
17.7 Unless otherwise specified in the Contract, the terms and conditions of the Contract shall be interpreted in
accordance with ICC International Rules for the Interpretation of Trade Terms (INCOTERM 2000 Edition) and
ICC Uniform Customs and Practice for Documentary Credits (UCP 500).
17.8 No assignment of any right or obligation under the Contract shall be made by either party to a third party
without the previous written consent of the other party.
17.9 The communication between the two Parties shall be conducted in written form. The e-mail or faxes
concerning the important matters shall be confirmed in due time by registered or express mail.
Seller :__________________________________________________.
Address :________________________________________________.
Post Code :_______________________________________________.
Telephone :_______________________________________________.
Fax :____________________________________________________.
E-mail:__________________________________________________.
GSP Group Ltd.

Contract for Importation of Manufactured Goods (CIMG)

Authorized Representative signature :__________________________.

Signing Date :_____________________________________________.

Buyer :__________________________________________________.
Address :_________________________________________________.
Post Code :_______________________________________________.
Telephone :_______________________________________________.
Fax :____________________________________________________.
E-mail:__________________________________________________.
Authorized Representative signature :__________________________.
Signing Date :_____________________________________________.

Appendix 1
The List of Contract Products,
Appendix 2
Delivery Schedule.
Appendix 3
Specification, Performance, Guarantees and Warranty for the Contract Products.
Appendix 4
The List of the Itemized Prices for the Contract Products.
Appendix 5
Product Marking,Packaging.
Appendix 6
The Standard and Codes of Products.
Appendix 7
Test Runs, Performance Test, Quality Control and Acceptance.
Appendix 8
Seller's Bank information.
Appendix 9
GSP Group Human Rights Principles (HRP)
Appendix 10
Supplier Environmental, Health and Safety Performance Requirements
(Corporate Services (CS)

GSP Group Ltd.

Contract for Importation of Manufactured Goods (CIMG)