AGREEMENT OF SALES AND PURCHASE OF USED RAILS Our Ref:. 合同编号： Seller 卖方 Address 地址： Phone Number : 电话： Fax Number:传真： Email : NAME OF BANK : 银行名称： ACCOUNT NO : 帐号： SWIFT CODE : Buyer`买方 Address 地址： Phone Number
AGREEMENT OF SALES AND PURCHASE OF USED RAILS
Our Ref:. 合同编号：
Phone Number : 电话：
NAME OF BANK : 银行名称：
ACCOUNT NO : 帐号：
SWIFT CODE :
Phone Number : 电话：
NAME OF BANK : 银行名称：
ACCOUNT NO : 帐号：
SWIFT CODE :
1. OBJECT 合同标的
1.1 The seller herewith sells and the Buyer herewith purchases USED SCRAP RAIL, ISRI CODES R50-R65 in the amount of 30,000MT, deliverable to any main port in Buyer’s option, China port, CIF
卖方向买方出售废钢轨（型号：ISRI CODES R50-R65）30,000公吨，运抵买方指定的中国境内的任一主要港口，以到岸价（CIF，含成本、保险费和运费）结算。
1.2 Definitions: 合同术语的定义：
1.2.1. METRIC TON is a measure of weight equivalent to one thousand Kilograms of mass (1000 kg)
1.2.2. GOODS USED SCRAP RAIL. 货物：废旧钢轨。
1.2.3 DAY means a calendar day , MONTH means a calendar month, unless differently specified.
1.2.4 BILL OF LADING is the official document issued at the loading port after the completion of the loading operations, stating, among other things, the ships loaded quantity. This document has to be signed in original by the ships master and made out in accordance with the instructions specified in the agreement
1.2.5. CIF ¨C Cost, Insurance, Freight as refered to in the interpretations defined by the INCOTERMS edition 2000 with the latest amendments.
1.2.6 The quantity and quality and radioactivity, of goods will be confirmed on a certificate issued by "CIQ'' (General Administration of Quality Supervision, Inspection and Quarantine the People’s Republic of China). The Quantity and Quality and Radioactivity Certificates from CIQ is recognized as documents required for payment
1.2.7 Weight for invoicing purposes shall be established by the actual net weight. Weight franchise of 0.5% shall be allowed against Bill of Lading weight. In case the short/over weight exceeds +/0.5% of the contracted quantity herein, the Seller / Buyer shall compensate the Seller/Buyer for the amount of short/over weight on the basis of the contracted price herein.
2. DELIVERY BASIS AND TERMS 运输和交货条款
2.1 The Seller shall deliver the goods under delivery of conditions: CIF destination in accordance with INCOTERMS-2000.
2.2 Loading Port is to the order of the seller. 装船港口由卖方决定。
2.3 delivery port: Basic Port, China 交货港口：中国基本港。
2.4 Goods are delivered in bundle. 批量交货。
3. QUANTITY OF GOODS 货物数量
3.1 Quantity of the shipment is in MTW (+/5%)
3.2 The quantity of R50-R65 to be delivered is 750,000MTW.
3.3 The goods will be delivered the First month 30,000MW and then 60,000MTW per shipment
3.4 Weight for invoicing purposes shall be established by the actual net weight. Weight
franchise of 0.5% shall be allowed against Bill of Lading weight. In case short/over weight exceeds 0.5% the Seller/Buyer shall compensate Buyer/Seller for the amount excluding The franchise on the basis of contracted price.
4. QUALITY OF GOODS 货物的质量
4.1 The Used Scrap Rails, R50-R65 shall conform to ISRI codes and Specifications in Appendix No.2 hereto.
4.2 The quality of goods will be initially proved by the certificate issued by SGS at the port of loading, and finally confirmed by the certificate by CIQ at the port of destination. SGS at Sellers expenses and CIQ at Buyer expenses.
4.3 Quantity and quality of the goods specified in the Bill of Loading should correspond to the goods delivered.
4.4 The length of goods should be one point two meter which is required by the contract, otherwise all relevant taxes, all duties and all costs aroused such as tariff and etc. are at the Sellers expenses.
ARTICLE 4: PAYMENT TERMS 付款方式
4.1 Buyer shall make payment with Telegraphic transfer within 7 days after arrival of the goods at unloading port, and provision of a Bank Guarantee in the amount of monthly deliveries for a duration of 7 days, against a bank advised promissory note in the same amount.
4.2 Buyer shall be responsible to cut the materials to meet with the international scrap standard and shall deduct the payment of cutting when making payment of the entire goods supplied by the
seller or alternatively Buyer and Seller will introduce an independent financier to finance the Cutting cost with a certain commission which the Seller and the Buyer will bear. The financier will submit his Proforma Invoice to the Buyer and copy to the Seller indicating where
his funds will be paid to and his terms of payment.
4.3 Payment by the buyer shall be per shipment basis (Cargo by Cargo) and not by revolving letter of credit.
5. PRICE AND TOTAL AMOUNT OF CONTRACT 价格与合同总金额
5.1 The Buyer shall pay the Seller in AMERICAN DOLLARS (USD).
5.2 The price of Used Scrap Rails, R50-R65 is USD300.00 per MTW.
5.3 The FIRST MONTH contract value is USD9,000,000 首月合同金额为USD9,000,000。
5.4 Next TWELVE MONTH contract valve is USD 216,000,000
5.5 The total value of the contract is USD225,000,000 合同总金额为USD225,000,000。
6. PARTIES' OBLIGATIONS . 双方的责任和义务
6.1 Seller obligations: 卖方的责任
6.1.1 The total contract quantity 750,000 MTW. The goods will be delivered by the seller First month – shipment of 30,000MTW +/5% and NEXT TWELVE MONTHS – shipment of 720,000MTW +/5% .
合同总数量为750,000 公吨。卖方首月须交货30,000公吨 +/5%，随后12个月须交货720,000公吨 +/5% 。
6.1.2 Seller shall bare the cost of the goods delivered till the specified destination port.
6.1.3 Seller shall conduct the goods Insurance Policy. Insurance should cover at least the price specified in the contract + 10% (i.e. 110%) and should be performed in the currency specified in the contract.
6.1.4 In case Seller delays the delivery for more than 15 days, Seller shall pay the Buyer the penalty 0.3% per day out of the whole shipment cost. The total amount of the penalty cannot exceed 5% of the goods shipment cost.
6.1.5 Within 5 days after shipment, the Seller should forward 2 originals and 2 copies of Bill of Lading, Commercial Invoice, and packing list, and 1 original and 1 copy of the Certificate of Radioactivity, Quality and Quantity by SGS, Certificate of Origin, Insurance Policy respectively by the means of express delivery.
6.1.6 Seller shall corporate with the inspection group sent by the Buyer during the course of goods-loading at the port of loading, and expenses of the inspection group are taken care of or provided by the Buyer.
6.2 Buyers Obligations 买方的责任
6.2.1 Buyer shall perform the payment for each shipment according to this contract. Price USD per MT for payment with Telegraphic Transfer within 7 Days after arrival of the goods at destination port, and provision of A Bank Guarantee in the amount of monthly deliveries for a Duration of 7 days, against a bank advised promissory note in the Same amount.
6.2.2 Working days after each cargo arrival, The quantity and quality and radioactivity of goods will be confirmed on a certificate issued by CIQ. The Quantity and Quality and Radioactivity Certificate from CIQ IS recognized as document required for payment. All the documentation required by the L/C for payment within 7 Banking days.
6.2.3 Should the Buyer delay the payment for more than 15 days, the Buyer shall pay the Seller the penalty 0,3% per day out of the whole shipment cost. The total amount of the penalty cannot exceed 5% of the unpaid shipment goods.
6.2.4 Its the Buyer loading .right to send a 3-people inspection group to attend/inspect goods-loading at the port.
7. DELIVERY ACCEPTANCE OF GOOD 货物的验收
7.1 The first set of monthly shipments will arrive no later than 60 days from date issued of the operative Letter of Credit. The remaining monthly consignments shall be within 45 days from the date copies of monthly operative Letter of Credit are received.
7.2 After the ship reaches, the radioactivity, quality and quantity of goods have been proved eligible by the certificate issued by CIQ, and the unloading process has been performed, Buyer accepts the goods. Acceptance act should be composed in the presence of Seller representative and Master of the ship.
8 PAYMENT TERMS AND CONDITIONS 付款方式
8.1 Buyer shall make payment with Telegraphic transfer within 7 days after arrival of the goods at unloading port, and provision of a Bank Guarantee in the amount of monthly deliveries for a duration of 7 days, against a bank advised promissory note in the same amount.
8.2 Any extension or amendment of the validity of L/C will be borne by the side in default from its extension.
9. DOCUMENTS REQUIRED FOR PAYMENT 付款所需单证
9.1 The Seller shall provide with each consignment a full set (6/6) Clean on Board Ocean Bill of Lading signed by an authorized representative of the shipping company, signed by the Master and
showing vessel's stamp and showing "CLEAN ON BOARD", following master's remark are acceptable before shipment: Loaded from open area: Atmospherically rusty within 21 (twenty-one) days from date of payment.
卖方须随船提供全套(6/6)“已装船海运清洁提单”，提单须由承运方代表和船长签字，在唛头上著明"CLEAN ON BOARD"。装船前以下内容可接受：可以裸露装运，装船21天后生锈。
9.2 Commercial invoice issued by seller: 6 originals and 6 original copies showing Contract Number, description of goods, pieces of bundles of goods, unit price, gross/net weights of the goods
9.3 Radioactivity, Quality and Quantity Inspection Certificate issued by CIQ at the port of destination in each 1 original and 2 original copies.
9.4 Full set (included 1 original and 2 copies) of Insurance Policy/Certificate for 110% of the invoice value.
10. DOCUMENTS NOT REQUIRED FOR PAYMENT(BUT DELIVERED TO THE BUYER)
10.1 Quality certificate issued by SGS in triplicate: showing the quality and all required by chemical structure as shown in Appendix originals and 3 original copies.
10.2 Quantity assay issued by SGS at the loading port in 1 original and 2 original copies, showing the quantity of the goods loaded on board vessel.
10.3 Radioactivity Inspection Certificate issued by SGS at the port of loading: 1 original and 2copies.
10.4 Original certificate of origin issued by Chamber of Commerce and Industry of the country of export: 3 originals and 3 original copies.
11. TRANSPORTATION TERMS 运输条款
11.2. Seller shall inform the Buyer not later than 5 (five) days prior to arrival of the ship at the loading port: the name, the age, cargo capacity, flag and nationality of the vessel, and the approximate date of its arrival to the port of loading.
11.3 The Master will cable or telex to the Seller or to the ship owners agent at the port of loading 72 hours prior to the arrival, stating loading capacity, flag and nationality of the vessel, quantity of
clean or dirty ballast and precise time of the vessel arrival 48, 24 and 12 hours before her arrival to the loading port as well as port of discharge.
11.4 The Seller should provide safe loading of the ship at the berth with the deflection not more than 2 days from the agreed ship loading date. Upon arrival to the port, the Master shall inform the Seller about the readiness to loading.
12. CLAIMS 索赔
12.1 Buyer reserves the right to make claims concerning the goods quality within 60 days after the goods delivery date. Any Buyers claim that will be made after these 60 days will be considered invalid and will not be accepted buy the Seller. Claims shall be presented to Seller only if the breach was caused by the Seller. Claims made by the Buyer concerning the part of the goods delivered do not give the Buyer a right either to stop the unloading of the goods delivered or to refuse to accept this or another shipment carried out in accordance with the present contract. Buyer has no right to claim the incomplete delivery if it does not exceed 0.5% of the weight specified in the
bill of lading.
13. ARBITRATION 仲裁
13.1 The parties have agreed to settle all disputes and dissents, which may arise during implementation of the present Contract or inconnection there with in an amicable way. If parties to the present Contract fail to achieve mutually acceptable agreement, any dispute or difference which may arise out of or in connection with the present Contract is to be settled with recourse to ordinary courts by the International Economic and Trade Arbitration commission of the country.
14. FORCE-MAJEURE 不可抗力
14.1 The Seller and Buyer are released of the responsibility for partial or complete default of the obligations under the present Contract, except for fulfillment of the financial obligations, if it was by a consequence force majeure circumstances.
14.2 Force majeure is understood as external and extreme events, which did not exist during signing the Contract which has arisen besides will of the Seller and the Buyer, approach and which action of the Party could not prevent with the help-of measures and means,which application in a concrete situation is fair to require and to expect from the Party which has undergone to action of a force majeure.
14.3 The force majeure recognizes the following events: earthquake,flood, the fire, epidemic, failure on the transport, military actions, decree of Governments of countries on which territory passes fulfillment of the Contract of fulfillment, directly influencing an opportunity, by the Parties of the present Contract.
14.4 The Party which has under gone action of force majeure circumstances or with obstacles outside of its control, is obliged immediately in letter form to notify the other Party on occurrence,
kind and probable duration of action of the indicated circumstances and obstacles.
14.5 Confirmation of circumstances force majeure will be the certificate, given by Chambers of commerce and industry, of country of the Seller or country of the Buyer.
14.6 If the force majeure circumstances and obstacles outside of the control of the Parties will exist over one month the Seller and Buyer should decide destiny of the present Contract. If they will not come to the consent, the Party, which was not mentioned by the mentioned circumstances and obstacle, receives the right to terminate the Contract without the circulation in arbitration.
15. OTHER CONDITIONS 其他约定
15.1 None of the Parties has the right to transfer the rights and obligations per the present contracts to the third Party without the written permission of the other Party.
15.2 After this Contract comes into effect, all previous negotiations and correspondence between the Parties shall be considered null and void.
15.3 Any written alterations and appendices to this Contract shall be valid only if they are signed by both Parties. All Appendices and Additions duly signed shall be regarded as an integral part of this Contract.
15.4 All taxes and all duties charged on the Buyers territory will be paid by Buyer. All taxes and all duties charged on the Sellers territory will be paid by Seller.
15.5 This contract shall come into effect when the Buyer and Seller have both signed the present document together with its appendices.
16. CONFIDENTIALITY 保密条款
16.1 Seller and Buyer shall treat information provided by the other party on a strictly private and confidential basis. Seller and Buyer shall take all necessary measures to prevent the other's confidential information from being misused, disclosed or exposed to any third party
unless it is needed to complete the Contract successfully, to avoid conflicting claims or to be required to accord with the applicable law.
16.2 Buyer shall not use the confidential information provided by the Seller in any way listed as following:
16.2(a) Presume commercial dealings with any or all suppliers under the contract;
16.2(b) knowingly cause the Seller to lose any due fees or commissions and fees or commissions which may be due under the Sellers agreement with the suppliers under the Contract.
16.2(c) Do anything to suppress the Seller on the basis of the commercial disadvantages of the Seller or the suppliers under the Contract and additional appendices.
16.3 Seller shall not use the confidential information provided by Buyer in any way listed as following:
16.3(a) Presume commercial dealings with the Consignees introduced by Buyer, or
16.3(b) Knowingly do anything to cause Buyer to lose any fees or commissions that are due or may become due under the present Contract and additional appendices,
16.3(c) Do anything to suppress the Buyer on the basis of the commercial disadvantages of the Seller or the Consignees under the Contract and additional appendices.
16.4 Seller and Buyer shall keep each other fully informed about the progress of all current and future contract negotiations and about the performance of the contract.
16.5 The obligation of confidentiality of the Seller's and Buyer's shall remain in force for a period of 5 (five) years from the date hereof.
16.6 Any breach of these provisions will arouse payment of damages to the other party.
17. NON-CIRCUMVENTION AGREEMENT 不规避协议
17.1 The Parties shall not in any manner whatsoever solicit nor accept business from sources or their affiliates that are made available by the other party to this agreement, at any time, without the prior written permission of the Party which made the source available.
17.2 The Parties shall maintain complete confidentiality regarding each other's business sources or their identities and shall disclose such only to named Parties pursuant to express written permission of the Party that made the source available.
17.3 The Parties shall not in any way whatsoever circumvent or attempt to circumvent each other or any Party involved in any of the transactions the Parties are desiring or entering into, and to the best of their ability to ensure the original transaction codes established will not be altered or changed.
17.4 The Parties confirm the contract to be the exclusive and effective contract for both Parties and they shall not enter into direct negotiations with any other group or person regarding this contract.
17.5 Neither Party shall refuse to pay for due fees, commissions or other remuneration in any way whatsoever.
17.6 In the events of circumvention by any party whether directly or indirectly the circumvented Party shall be entitled to legal monetary penalty as damages equal to the maximum amount it should make from such transaction and to any and all expenses including but not limited to legal fees that would be involved in the recovery of said damages. The circumventing Party renounces any right that it may claim a reduction of this amount.
17.7 All considerations, benefits and commissions received as a result of the contraction of the Parties relating to any of the transactions will be allocated as mutually agreed to.
17.8 Buyer irrevocably binds itself to provide any and all documentation requested by Seller, immediately and without delay, in connection with the sale/purchase of the aforementioned goods.
17.9 Seller irrevocably binds itself to provide any and all documentation requested by Buyer, immediately and without delay, in connection with the sale/purchase of the aforementioned goods.
18. PROCEDURE AND TERMS流程和约定
18.1. The Buyer issues the Letter of Intent, notifying the banking details and providing soft authorization
18.2. Seller composes the draft contract and sends it to the Buyer
18.3. Buyer considers the draft contract, signs it sends it back to the Seller
18.4. Seller and Buyer sign and seal the original of the contract in four copies two copies for each Party
18.5. After the contract comes into effect, Seller provided POP.through Bank to Bank for buyer confirmed
18.6. Within 7 banking days Buyer opens an Irrevocable confirm 100% Bank L/C of the monthly contract value USD to the seller.
18.7. Within 7 banking days after Seller receiving the L/C Seller should issue a 2% of the monthly contract value USD unconditional Performance Bond to Buyer.
18.8. Delivery starts within 45days after L/C issuing.
The Seller guarantees to the Buyer that the Goods delivered under the present Contract Used Scrap Rails, R50-R65 will correspond to the characteristics shown below:
SPECIFICATIONS: USED RAILS R50-R65 规格：废钢轨R50-R65
The scrap consists of R50-R65 of Rails as R50 (51.67kg/m GOST-7173-75), R65 (64.72kg/m GOST 8165-75)
废钢轨包含R50 (51.67kg/m GOST-7173-75), R65 (64.72kg/m GOST 8165-75)
Used Rails to be longer one point two(or 6) meter to meet buyers import requirements.
Free from Flanges, bent and twisted rails, frog, switch and guard rails, rails with split heads and broken
Continuous welded rail may be included provided no weld is over 9 inches from end of the piece of rail.
Free from Fluff, Non-ferrous inclusions, excessive rust and other impurities.
Free from war and explosives, shells, cartridges, other arms and ammunitions used or otherwise and any closed containers.
Free from any radioactive materials, any harmful chemicals, substances, and coatings any organic waste any other harmful substances. 没有任何放射性材料、任何有害的化学药品、物质和涂层、任何有机废物和其它有害物质。
Dirt, dust, rust fluff and other impurities not to exceed 1 %.
The rails are to be neatly bundled in bundles of 3-5 MT max. and secured with iron wire or straps, strong enough for loading and discharging/unloading.
CHEMICAL SPECIFICATION / COMPOSITION: 化学成分：
CADIUM钙0.0006% COBALT钴0.0046% NICKEL镍0.141%
ZINC 锌0.349% CHROMIUM铬0.6205% LEAD铅0.0149%
TIN锡0.001% IRON铁75.21% COPPER铜0.2507%