Ⅰ.The Rules of Transaction on Platform is formulated in accordance with relevant terms and provisions of China Contract Law and the China Customs Clearance Standardization Manual.All Parties involved shall follow the general principles of equality,mutual benefit and transaction integrity,whose true intention shall be given full and objective expression.This platform will provide safe,reliable,equal and open online and offline integrated cross-border barter trade service.
Ⅱ.According to the regulations of Chinese government on barter trade,cross-border barter trade shall firstly follow the basic rules of general international trade,and the total import and export volume should achieve an overall balance.Therefore,both the seller and the buyer shall entrust the Platform for import and export formalities so that the platform,through effective operation and management of the whole barter trade process,reliable data statistics analysis and monitoring of barter goods import and export,ensures an overall balance of the barter trade value thus promote smooth conduction of barter trade.
Ⅲ.The barter trade platform has set up operation centers and trading entities in China and other countries participating in the barter trade,which handle related businesses of the whole import and export process as entrusted agencies of both the buyer and seller. The trading entities established on the platform are:
1.Chinabidders International Co.,Ltd.
2.Chinabidders Parsian Branch
Ⅳ.Definitions particularly in this Rules and on the platform are as follows:
1.The exporter in China is called a Seller.
2.The importer outside China is called a Buyer.
3.Goods or commodities exported to China for sale from countries other than China are called barter goods.
4.A contract between the Seller and the Buyer is called a Sales Contract.
5.Contract between Seller and its supplier in China,and the contract between Buyer and its supplier outside China for barter goods,are collectively referred to as the Procurement Contract.
6.Legal currency for transactions on this platform: all transactions involving goods or services related to the Sales Contract shall be priced in RMB and any other currency shall be converted into RMB at the exchange rate of that day.
7.Conversion of different currencies into RMB shall be on the basis of BOE Conversion Rate daily published by the People's Bank of China (http://www.boc.cn/sourcedb/whpj/).
Ⅴ.Service objects of the platform are: buyers and sellers who have signed or are about to sign Sales Contracts,voluntarily abide by the rules of the platform and are willing to accept the services of the platform.
Ⅵ.Performance bond
1.In order to promote better performance of the Seller and Buyer and safeguard the rights and interests of both parties,the platform,as an independent third party,provides service of supervision and collection of performance bond for the Seller and the Buyer.Performance bond can be equally collected from both Seller and Buyer,or otherwise from either Seller or Buyer as stipulated in the Sales Contract.
2.The Seller and Buyer of the Contract shall be entitled to decide whether to pay performance bond to the platform or not,and the amount of performance bond.If performance bond is stipulated in the Sales Contract,both parties shall transfer the specified amount to the bank account that the platform opened for the specific purpose of performance bond within 5 working days from the signing date of this Agreement.
3.Performance bond shall be collected by the platform respectively from the operation agencies of both the Seller and Buyer in equivalent local currencies,and the platform shall coordinate with local banks for performance bond collection and deposit.In case of exchange rate fluctuation between local currencies and contract currency,balance shall be reached.
4. Management of performance bond shall follow the Principles below:
①The platform will open separate margin accounts respectively for the seller and buyer in the banks of countries where they are located.All performance bond of different contracts of the buyer or seller can be deposited into this margin account.
②Balance shall be made in respective accounts after completion of each Sales Contract or barter transaction. If the buyer and seller have no objection and confirm closure of the transaction,the platform will instruct the deposit bank to release the performance bond.
③The designated bank shall be responsible for supervision of the performance bond.Neither party shall have the right to use the deposit without authorization unless jointly confirmed by the buyer,the seller and the platform.
④If either party of the buyer or seller voluntarily waives the performance of the Contract,the platform will forcibly withhold its performance bond and transfer such amount to the other party as compensation.
⑤In case of any breach during execution of the Sales Contract,such as delayed delivery or quality and quantity problems,the performance bond shall be used to pay the corresponding liquidated damages upon written agreement by both seller and buyer.The platform shall notify the bank to deploy the performance bond as required according to the instructions of the seller and buyer.
⑥If either party breaches the contract and the other party forcibly collects the performance bond,the platform shall collect an equivalent amount from the defaulting party accordingly.
Ⅶ.The matters entrusted by the seller to the platform mainly include:
1.Export agency for the contract goods.
2.Collecting Performance bond from the Buyer.
3.Applying for Automatic License of Import and Export,if needed.
4.Export inspection and quarantine declaration,customs declaration or entrusted declaration.
5.Making Contract payments to the Seller on behalf of the Buyer.
6.Assisting in export tax refund.
7.Assisting in export verification.
8.Assisting in customs inspection,if needed.
9.Custody and delivery of export documents.
Ⅷ.On the seller's export customs declaration documents,according to the provisions of export agent,the platform subject shall be the consignor within China,and the entrusting party (the Seller) shall be the manufacturer and seller.
Ⅸ.Seller shall be paid of the Sales Contract payment with the same sales value of the buyer's barter goods in the Chinese market. Before the buyer receives the seller's shipping documents as exchange with barter goods of equivalent value,the platform shall retain the shipping documents until the buyer delivers the barter goods to the goods collection location designated by the platform.
Ⅹ.According to Buyer’s actual delivery schedule and net sales value of the barter goods in Chinese market,Party a shall pay the corresponding amount to Party B within 3 working days upon receipt of the sales payment.
Ⅺ.The matters entrusted by the buyer to the platform mainly include:
1.Providing recommended list of barter goods.
2.Assisting the buyer in sourcing barter goods.
3.Collecting Performance bond from the Seller.
4.Acceptance check of the barter goods at the local port.
5.Handling export customs declaration formalities for barter goods.
6.Arranging sea transportation and marine insurance for barter goods.
7.Import customs clearance and tax payment of barter goods in China port.
8.Applying for import license and other regulatory documents for barter goods.
9.Sales and payment collection of barter goods in China.
10.Making Contract payments to the Seller on behalf of the Buyer.
Ⅻ.Procedures and principles for determining the value of barter goods:
1.The platform publishes the list of recommended barter goods and the reference price,including the purchase price and sales price.
2.The reference price published by the platform is used for the buyer's preliminary budget of the value and quantity of barter goods;
3.The actual value of the barter goods shall be subject to the net sales value in the Chinese market.
4.Reference price published on the platform is based on the last 30-day sales price of main local supplier of the barter goods; while sales reference price is the arithmetic average of the last 30-day price published on China Zhengzhou Commodity Exchange,Shanghai Futures Exchange,Dalian Commodity Exchange and the Bohai Commodity Exchange.
5.In order to ensure prompt sale of barter goods and withdrawal of funds,and to avoid additional costs,the actual sales price of barter goods should be discounted price,which is no more than 5%,of spot trading price published on China Zhengzhou Commodity Exchange,Shanghai Futures Exchange,Dalian Commodity Exchange and the Bohai Commodity Exchange.Specific discounts shall be subject to market conditions and price margins,and determined by the platform in a timely and accurate manner.
6.The quantity of barter goods shall be determined according to the total value of the contract,and the initial budget for the collection of goods shall consider a certain amount of surplus,but generally not allowed to exceed 5% of the budgeted quantity.
7.The platform shall,to its greatest extent,ensure the maximum profit of barter goods,which shall be the lowest expenses and the highest sales income. All expenses and sales prices shall be open,transparent and well documented. All expenses shall be included in the cost of sales,and the final net value of barter goods shall be the sales income deducted by the total expenses.
8.The final net value of the barter goods shall belong to the buyer.The buyer may entrust the platform to transfer the Sales Contract payment payable to the Seller.The remaining balance or the balance owed shall be disposed of by the buyer at its own discretion and further handled by platform by authorization.(This item is applicable to barter trade transaction Mode 1 and 2).
9.With the advantage of its scale,the platform will select barter trade related service partners with optimal solutions and performance,including import and export customs clearance agent,international shipping agent and goods sales and transportation agent,to ensure the whole process,from receiving goods at designated collection location to capital recovery after goods sales,to be efficient,safe,reliable,smooth and fast.(This item is applicable to barter trade transaction Mode 1 and 2).
XIII.Due to price fluctuation of barter goods or other reasons,when the goods shipped are not enough to balance the contracted amount,the seller and the buyer may negotiate with each other to continue to deliver goods and make up for the balance in the subsequent batch of delivered goods;or otherwise authorize the platform to balance in respective margin accounts.
XIV.The buyer can choose any product list and the corresponding reference price published on the platform,and can also opt for mixed loading of various products for any single shipment,but it must be confirmed with the platform before shipment and keep the total value consistent with the Sales Contract value.
XV.The platform service shall be based on the Sales Contract between the seller and the buyer and shall be indemnified from the terms stipulated in the Contract.
XVI.Quality problems of the barter goods shall be borne by the respective product providers.Other breaches stipulated in the Sales Contract are also applicable here.
XVII.The premise of barter trade is that both buyers and sellers are willing and able to execute the contract and deliver the goods at the agreed time. The platform provides services only while the buyer and seller shall be solely responsible for all risks arising from the transaction. The platform and its trading entities shall be indemnified from the following provisions (including but not limited to):
1.Sales Contract signed by both parties.
2.Technical,quality and quantity problems of products.
3.Either party refuses to execute the Contract due to changes in the market.
4.Contract termination due to force majeure of war.
5.Failure to transport due to force majeure of politics,diplomacy and military.
6.Foreign exchange fluctuation.
XVIII.Three optional transaction modes for barter trade are proposed for Buyer and Seller’s own choices.
1.The first transaction mode for barter trade.
①Both the Seller and Buyer register for Chinabidders platform.
②Seller and Buyer modify the Sales Contract.
③Seller and Buyer upload the Sales Contract to Chinabidders platform.
④Both Seller and Buyer sign Export Agency Service Agreement with Chinabidders operation center.
⑤Both Buyer and Seller pay security deposit (optional) as well as service charges to the Platform.
⑥Buyer purchases barter goods (the part for advance payment): Buyer signs Procurement Contract with barter goods manufacturer with reference to the recommended barter goods list on Chinabidders Platform.
⑦Buyer delivers the barter goods to Chinabidders Parsian and completes barter goods collection.
⑧After processing the relevant procedures for export customs declaration, sea transportation and insurance in Iran, Chinabidders Parsian delivers barter goods to Chinabidders International Co., Ltd in China.
⑨Chinabidders Intl. processes the import procedures of customs clearance and taxation (VAT + Customs Duty) at China port and then connects buyers of barter goods in China.
⑩Chinabidders Intl. pays Sales Contract value (the part of advance payment) to Seller in China.
⑪Seller delivers export goods to Chinabidders Intl.
⑫Chinabidders Intl. processes relevant procedures of export customs clearance and declaration of the export goods in China and after the Buyer again completes step ⑥, ⑦, ⑧, ⑨ Chinabidders Intl. submits the export documents to the Buyer.
Note:
a)Corresponding goods collection times in proportion to payment batches stipulated in Sales Contract shall be completed and each time goods collection shall follow step ⑥, ⑦, ⑧, ⑨, ⑩, ⑪, ⑫.
b)In the whole trading process, the ownership of barter goods belongs to the Buyer.
c)All risks arising from barter trade shall be borne by Buyer itself.
d)All procedures above are based on FOB trading terms for the Buyer to export goods. In case of CIF for export, step ⑦, ⑧ shall be handled by the Buyer itself.
2.The second transaction mode for barter trade.
①Both Seller and Buyer register for Chinabidders platform.
②Seller and Buyer modify the Sales Contract.
③Seller and Buyer upload the Sales Contract to Chinabidders platform.
④Both Seller and Buyer sign Export Agency Service Agreement with Chinabidders operation center.
⑤Both Buyer and Seller pay security deposit (optional) as well as service charges to the Platform.
⑥Buyer purchases barter goods (the part for advance payment): Buyer signs Procurement Contract with barter goods manufacturer with reference to the recommended barter goods list on Chinabidders Platform.
⑦Buyer delivers the barter goods to Chinabidders Parsian and completes barter goods collection.
⑧After processing the relevant procedures for export customs declaration, sea transportation and insurance in Iran, Chinabidders Parsian delivers barter goods to the Buyer’s branch company in China.
⑨Chinabidders Intl., entrusted by the Buyer’s branch company in China, processes the import procedures of customs clearance and taxation (VAT + Customs Duty) at China port and then connects buyers of barter goods in China.
⑩Chinabidders Intl. carries out barter goods sales.
⑪Barter trade buyer pays barter goods value to Chinabidders Intl.
⑫Chinabidders Intl. pays Sales Contrat value (the part of advance payment) to Seller in China.
⑬Seller delivers export goods to Chinabidders Intl.
⑭Chinabidders Intl. processes relevant procedures of export customs clearance and declaration of the export goods in China and after the Buyer again completes step ⑥, ⑦, ⑧, ⑨, ⑩, ⑪ Chinabidders Intl. submits the export documents to the Buyer.
Note:
a)Corresponding goods collection times in proportion to payment batches stipulated in Sales Contract shall be completed and each goods collection shall follow step ⑥, ⑦, ⑧, ⑨, ⑩, ⑪, ⑫, ⑬, ⑭.
b)In the whole trading process, the ownership of barter goods belongs to the Buyer.
c)All risks arising from barter trade shall be borne by Buyer itself.
d)All procedures above are based on FOB trading terms for the Buyer to export goods. In case of CIF for export, step ⑦, ⑧ shall be handled by the Buyer itself.
3.The third transaction mode for barter trade.
①Both Seller and Buyer register for Chinabidders platform.
②Seller and Buyer modify the Sales Contract.
③Seller and Buyer upload the Sales Contract to Chinabidders platform.
④Both Seller and Buyer sign Export Agency Service Agreement with Chinabidders operation center.
⑤Both Buyer and Seller pay security deposit (optional) as well as service charges to the Platform.
⑥Buyer purchases barter goods (the part for advance payment): Buyer signs Procurement Contract with barter goods manufacturer with reference to the recommended barter goods list on Chinabidders Platform.
⑦Chinabidders Intl. pays Sales Contract value (the part of advance payment) to Seller in China.
⑧Seller delivers export goods to Chinabidders Intl.
⑨Buyer delivers the barter goods to Chinabidders Parsian and completes barter goods collection.
⑩Chinabidders Parsian delivers export documents of export goods to the Buyer.
⑪Chinabidders International pays the remaining amount of Sales Contract value to the Seller.
Note:
a)Corresponding goods collection times in proportion to payment batches stipulated in Sales Contract shall be completed and each goods collection shall follow step ⑥, ⑦, ⑧, ⑨, ⑩, ⑪.
b)In the trading process, the ownership of barter goods shall be transferred to Chinabidders platform after Buyer completes step ⑨.
c)All procedures above are based on FOB trading terms for Buyer to export goods. In case of CIF for export, step ⑨ shall be changed to “Buyer shall handle all export formalities of barter goods in Iran including customs clearance, sea transportation, freight and insurance, etc, and send the barter goods to Chinabidders International.