SALES CONTRACT OF USED STEEL OF SOUTH AFRICA This Contract is made and entered into this day of and valid unless signed by both parties for (seven) days by and between:本协议由下列各方签定于 ， 签署七日后正式生效。 Seller卖方: AND Buyer:买
SALES CONTRACT OF USED STEEL OF SOUTH AFRICA
This Contract is made and entered into this day of and valid unless signed by both parties for (seven) days by and between:本协议由下列各方签定于 ， 签署七日后正式生效。
Seller卖方:
AND
Buyer:买方
WHEREAS SELLER AND BUYER , each with full corporate authority, certifies, represents and warrants that each can fulfill the requirements of this contract and respectively provide the services referred to herein, in time and under the terms agreed to hereinafter;
鉴于买卖双方具有法人权利，各自承诺将有能力按照下列约定履行其义务；
WITNESS
WHEREAS, the Seller desires to sell used rails to the Buyer, which the Buyer desires to purchase on the terms and conditions set forth in this Agreement; NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and conditions set forth herein and other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged by the parties, it is agreed as follows:
鉴于卖方将出售废钢轨，买方愿意按照如下条款购买该批废钢轨以及双方相互承诺和对价，
达成如下协议：
ARTICLE 1: DEFINITIONS 定义
For purposes of this Agreement, the terms set forth below shall be defined as follows
合同术语含义如下；
"the Buyer" means the party buying commodity from the Seller.
买方指从卖方购买货物的一方；
"Effective Date" shall have the meaning described in the first paragraph of this Agreement.
生效日见第一条；
ARTICLE 2: ORDERING PROTOCOL订单
After signing the agreement the Buyer shall order commodities from the Seller by submitting a written purchase order, (the "Purchase Order"), on a regular basis, specifying the type of commodities and its quantity to be purchased the agreed purchase price and the total amount payable to Seller for such order.
协议签定后，买方向卖方提交一份书面订单，列明商品种类、数量、价格、总金额。
Purchase Orders may be submitted by facsimile. An order from Buyer shall be considered to be accepted by Seller when the Purchase Order has been signed by an authorized officer or representative of the Buyer and Supplier has provided Buyer with written notification that such order has been accepted.
订单以传真形式提交。买方授权代表签字后传给卖方，供货商书面确认接受此订单，此时，该订单视为被卖方接受。
Buyer shall not be responsible to pay all taxes, duties and any other fees or assessments which may be assessed or imposed on the commodities by state or local governmental authority except those imposed at the unloading or destination port as a result of the purchase. 买方无需负责目的港或卸货港之外的任何由出口国征收的关税、征税及费用。
ARTICLE 3: COMMODITY, QUALITY & SPECIFICATIONS, QUANTITY, UNIT PRICE & TOTAL CONTRACT AMOUNT商品、数量、规格、质量、单价及总价
COMMODITY商品
Used Rails classified as scraps been composed of used steel scraps for steel making. (Hereinafter referred to as "the commodities")废钢轨 （下称：货物）
QUANTITY 数量
Used Rail: R50 - 65 (Metric Ton Weight) or more (for shipping tolerance).
公吨或更多（视船载能力而定）
Per shipment: 30,000 MT (Metric Ton Weight) (+/- 5% for shipping tolerance) per month.
每批装运：30,000 MT/月
Total Yearly Quantity: 360,000 (Metric Ton Weight) (+/-5% for shipping tolerance)
年装运量：360,000MT+/-5%
DESCRIPTIONS AND SPECIFICATIONS规格
Chemical Composition of the steel scrap: International Standards as follows: 化学成分：
Mn锰: 0.60 -1.05;
C碳: 0.54 -0.82;
Si硅: 0.18 - 0.12;
S硫: 0.04Max; 最大
P磷: 0.035Max; 最大
As砷: 0.01% Max of Mass Share; AND 最大
Cr铬: Residual. 残留
SPECIFICATION 规格
Used Rail: R50 – R65 Size & Weight:
Length长: 6 ~ 12.5 M米; Width宽: 5.5 inches英尺; Weight重: 65Kg/143.3lbs.
No fishplates or steel pieces or bolts are attached to the used rails.无鱼尾板 或船片
All rails are clean and straight. No pitting. No heavy rust.
所有钢轨都是清洁整齐的。无蚀损无重锈。
VALUE OF THE CONTRACT 合同金额
The total value of the each shipment will be 30,000mt for 245 USD CIF / MT= 7,350,000.00 Seven Million and Three Hundred fifty Thousand United States Dollars.
每批装运的总额为三万公吨，货值735万美元。
The total value of one year (twelve months) shipment of the contract will be 360,000mt for 245 USD CIF / MT= 88,200,000.00 Eighty eight Million and Two Hundred Thousand United States Dollars.
每年（十二个月）合同总金额为USD88,200,000.00
ARTICLE 4. ORIGIN 原产地
ORIGIN South Africa 原产地 南非
ARTICLE 5. QUALITY质量
The commodities are free from intense chemical corrosive, deleterious and dangerous materials, radiation and contamination, sealed gas cylinders and any other sealed containers and any explosive materials, bombs, fire arms and ammunitions, non-ferrous and non-metal materials, and inflammable materials, pig iron and electrical motor, severe dirt, oil and Garbage.
不得含有有害化学物质、放射性污染物、密闭瓦斯罐或其他容器、易爆物、易燃物、电动机、油类或生活垃圾。
Purity: Dust and impurities are not more than 0.2% (point two) of total weight.
纯度：杂质不得超过总重量的0.2%
Right to Ban or refuse to accept: The Buyer and/or Buyer government and/or the authorities of destination country has the right to ban and/or refuse to accept the said commodities if it contains any banned material or the aforesaid conditions in.
禁止或拒收：如果含有上述禁止含有的杂物，买方或目的港政府有权禁止该货物进口或买方可以拒收。
ARTICLE 6. PURCHASE PRICE 价格
Purchase price or unit price shall be USD$245.00 CIF / MT per metric ton for main port, China port. The seller thereby undertakes to be responsible for safe arrival of the cargo until its final destination. The seller shall provide a form of guarantee for the total value of the cutting and haulage costs of the materials.
The seller thereby undertakes to load the cargo on to the vessel and shall be responsible for the safe arrival of the cargo until its final destination.
单价为CIF中国主要港口USD245/MT，在货物安全到达目的港前一切由卖方负责。卖方按货物加工和运输的总价值提供保函，卖方保证装船并负责安全运抵目的港。
ARTICLE 7. TERMS AND CONDITIONS OF LOADING AND DELIVERY 装运条款
First shipment shall be made and delivered by the seller within 30-45 days after putting payment via a Documentary Letter of Credit and final payment by telegraphic transfer against B/L, CCIC / SGS and CIQ Inspection Report and related documents agreed in this contract.
首批装运应在信用证开出后30-45天内进行，最终付款依据提单、CCIC/SGS/CIQ检验报告和相关单据以电汇方式付款。
The seller shall inform the Buyer exact time of departure of vessel at loading port.
卖方应通知买方船只从装运港出发的具体时间。
Advice of shipment: The Seller shall advise the buyer by fax mentioning the contract No., name of commodity, weight, invoice value, invoice number, name of vessel, B/L No., Itinerary/ routing and estimated time of arrival at port of discharge and loading date, within 72 (seventy two) hours prior to departure.
装运通知：卖方应在船启航前72小时内以传真的方式通知买方协议号、商品名、重量、发票号、船名、提单号、航线及预计到达卸货港的时间。
The performing vessel should be accepted by the buyer before being chartered by the Seller. The Seller shall undertake to ship the contracted goods from the loading port to the destination port on a direct steamer with no transshipment allowed. The contracted goods shall not be carried by a vessel flying the flag of the countries/ regions, which the Seller does not accept.
卖方所租用的装运船应在租用前征得买方同意。卖方应将货物直接运至目的港，不接受转运。装运船只不得选用卖方不认可的国家或地区的船旗。
The vessel is to be a signal deck/ bulk carrier, with 3 cabins at least, maximum 20 years of age, geared and cranes of minimum 20 tons. The Seller shall advise the Buyer on the particulars of the vessel, such as vessel name, capacity of the crane, number of cabin, flag, and position etc. Vessel is to be accepted by the buyer within one working day of nomination. The Buyer has the right to appoint his representative to be stationed in the site and/or visiting loading port(s) to observe the inspection and loading operation of the commodity during the contract. The Buyer representative shall have the authority to take any decision on behalf of the buyer. When the vessel reaches anchorage of discharge port, the "Notice of Readiness" to be tended in ordinary office hours to the Buyer by the Seller.
装运船只为散装船，最少三个船舱，最大20年船龄，最小起重量为20吨。卖方应告知买方船只的具体资料，如船名，起重臂的起重量，船舱数、船旗、位置等。在接到卖方租船通知后一个工作日内买方应给出回应。买方有权指定代表监督装货和货物检验。买方代表有权代表买方做出任何决定。当船只到达卸货港停锚地点时，卖方应在正常工作时间内向买方发出“准备卸货通知”。
If the notice of discharging of cargo is given before noon, the berthing time will start counting from 01.00 pm in the same working day. However, if the notice is given after noon, then the berthing time will start from 08.00 am to the next working day. The Buyer shall arrange on safe berth at port of discharge, reachable on arrival, for discharge of the commodities provided always that if such discharging place is not immediately available, demurrage in respect of all time waiting thereafter shall be counted as lay time.
如果此卸货通知在中午前发出，停靠时间从当天下午一点开始计算。如果在午后发出，则停靠时间从次日早八时开始计算。买方应安排适当的停靠点进行卸货，如果因停靠点不合适而造成的等待时间，都将计入卸货时间。
If the Buyer chooses to discharge at two berths at port of discharge (including anchorage), the Buyer shall bear the expense(s) for vessel actual shifting between berths. Time used in shifting between berths to count as lay time. If berth shifting happens due to reasons caused from the Seller, shifting expenses will be at the Seller account and time used for shifting will not be counted as lay time. Discharging rate will be at 24 hours on sunny day 1,200 (one thousand two hundred) metric tons per weather working day, Sundays and holidays excluded even if used. Sundays and holidays shall not be counted as Demurrage. Time will not be counted as lay time due to heavy rain, snow and storm. Demurrage is 3,000.00 (Three thousand) USD per day and dispatch is 3,000.00 (Three thousand United States Dollars) USD per day. Demurrage/dispatch to be settled by the Seller against Notice of Readiness (NOR) and Statement of Facts (SOF) within 05 (five) working days after completing discharge.
如果买方选择在卸货港的两个抛锚点卸货，买方负责两地间的费用。两地间的转移时间计入卸货时间。如果由于卖方原因造成的转移费用由卖方负担，转移时间不计入卸货时间。卸载率为1200MT，每24小时晴朗、适合工作日。如果节假日即使进行工作也计入卸货时间和逾期费。大雨、大雪及风暴天气不计入卸货时间。逾期费为USD3000/天，速遣费为USD3000/天。逾期费/速遣费由卖方在完成卸货后5个工作日内根据“准备卸货通知”和“事实说明（装卸事实记录）”进行计算。
Partial Shipment分批装运:
Allowed (No less than =/- 5% of the contract amount of 30.000MT) 允许分装
Transshipment转运: Not Allowed 不允许
Loading Port Terminals装运港:
Tema Port Terminal Tema Ghana West Africa & Durban, South Africa西非加纳港和南非德班港
Discharging Port目的港: main port, China中国主要港口
ARTICLE 8. PAYMENT TERMS 付款条款
The Buyer should pay for every used rail shipment in the total amount of the seller. Buyer and Seller after the signing of the contract, the Seller’s bank will issue Authorization to export by SA government, AQSIQ Certificate and 2% non-activated Performance Bond to Buyer’s bank, Buyer’s bank will issue IRREVOCABLE, TRANSFERABLE DLC (as per the attachment) valid for 6 months and renewable up to 13 months equal to one months loading amount of 30.000MT to the seller’s bank through swift MT-700 within 7 banking days.
买方应全额付清所装运的货物金额。在协议签定后，卖方银行向买方银行开出沙特政府出口许可、质检证书、2%的不生效的履约保函。买方银行应在7个银行工作日内以MT700方式开出不可撤销的、可转让的信用证，有效期为6个月，可展期13个月，金额为一个月装运量30000MT的货值。
Seller will be stipulated in the contract time (within 45 days of receipt of the Documentary Letter of Credit) delivered used rail to the Buyer's destination port, the buyer pay for the port of destination CIQ inspection costs, inspection in line with the contracts and Bill of Lading weight markers, the Buyer based on CIQ report within 7 working days by wire transfer T/T paid
.卖方应保证按合同时间（收到信用证后45天内）运输货物至目的港。目的港检验检疫费由买方负责，检验根据合同和提单重量进行。买方根据检验检疫报告在7天内电汇TT付款。
PERFORMANCE BOND GUARANTEE履约保函
Seller will issue 2% PBG via Swift to the buyer’s bank
.卖方以SWIFT方式开给买方银行2%的保函。
ARTICLE 9. FULL SHIPPING DOCUMENTS AS STATED BELOW全套装运单据如下：
1.Certificate of Quality & Quantity or Pre- shipment Inspection Certificate: 01 original, 03 copies survey report on quantity, weight and quality, non-radioactivity and exclusion of arms and ammunitions, and the Sellers will undertake to conduct CCIC inspection at the loading port on their own responsibility and issuing of SGS/CCIC.
数量质量证书或装运前检验证书：一正三副，检测质量、重量、数量，无放射性物质、无军火。装运港CCIC检测由卖方负责联系，并出具SGS（译注：指通用公证行）和CCIC（译注：指中国检验认证（集团）有限公司中国检验认证（集团）有限公司）证书。
2.Certificate of Origin: one original and three copies issued by a competent authority in the country. The Seller shall affect the insurance for not less than 110% of the contract value of each order covering WPA risks. Insurance to be covered by seller from the time the goods are loaded on vessel.
原产地证明：一正三副，由原产地国家授权机构出具。在货物装船后，由卖方投保110%水渍险。
3. Commercial Invoice, two originals and three copies 商业发票, 两正三副
4. CCIC/CIQ Certificate at destination port, two originals and three copies
目的港商检证书, 二正三副
5. Certificate of Ownership, two originals and three copies所有权证书, 二正三副
6. Certificate of weight and quality, two originals and three copies重量质量证书, 二正三副
7. Certificate of Insurance, one original and three copies保险单, 一正三副
8. Original copy of Ocean Bill of Lading, marked “FREIGHT PREPAID”, three originals and three copies海运提单, 注明运费已付，三正三副
9. Certificate of Non Radiation, one original and two copies无放射物证书, 一正二副
10. Export licence issued by export country one original and three copies,
出口国出具的出口许可证，一正三副
SELLER WILL ALSO PROVIDE THE FOLLOWING DOCUMENTS
卖方还应提供如下单据：
Letter of References from the International Chamber of Commerce here in South Africa
南非国际商会出具的介绍信
Non-Resident Business Permit Certificate from the Department of Trade and Industries South Africa 南非工业贸易署出具的非本地注册的商业许可证
Contract Tender Clearance Certificate from the Contracts Committee of South Africa. 南非协议委员会出具的协议投标证书
Environmental Safety Metro Monitoring Clearance Certificates from the Department of Safety South Africa
南非安全部出具的环境安全监测证书
Buyer and Seller agree that Seller may nominate an Investor/Financier that will receive the financial instrument on behalf of the Seller and finance the project through the shipment of the materials to the mentioned port and country in this contract, under the listed account where the DLC will be issued for and on the behalf of the seller in this contract.
买卖双方同意，卖方可以指定一名投资机构/金融机构来代理接收金融票据，并代表卖方进行本合同项下所装运的货物在信用证中列明的金额的金融操作。
In event of Financier/Investor's inability to finance the project due to lack of credit line at the period of buyer's affecting the instrument, a new financier of account can be nominated as an appendix or addendum.
如果此代理机构因信用额度的缺失无力进行操作，卖方可以另行指定新的代理机构。
If find any fraud, all of the legal commitment by the seller and five per cent of the compensation value of the contract to buyer.
如果有欺骗行为，由卖方承担所有法律责任，并支付买方合同金额的5%作为赔偿。
ARTICLE 10. PACKING包装
Packaging: Rails must be at or below 3 tonnes per neatly tied to a bundle, and the protection of iron strip or inforcing steel bar with a good. Sufficient lifting fishing.
包装：钢轨必须以每3公吨或以下整齐地捆为一捆,并用铁绳或钢筋保护好.留有足够的起重吊钩。
SIZE尺寸
The cut is not demanded from the buyer, as the measure of the used rails will be 6 ~ 12.5 meters. 切割尺寸不由买方指定，尺寸为6 ~ 12.5米。
ARTICLE 11. NON-DELIVERY AND PENALTY 未能交货及处罚
Should the Buyers fail to effect delivery on time as stipulated in this Contract owing to causes other than Force Majeure as provided for in this Contract, the Sellers shall have the right to cancel the relative quantity of the contract.
如果因不可抗力因素外的原因，买方不能及时履约付款，卖方有权取消相关货物的装运。
If the Buyer has fulfilled the contracted terms, but the Seller has not fulfilled the contract terms, the buyer should submit a written notice to the Seller within 15 (fifteen) working days. If Seller fails to rectify in 15 (fifteen) working days after receiving the notice, the Buyer has the right to terminate the contract and claim compensation.
如果买方正常履约而卖方违约，买方应在15天内向卖方提交书面声明。如果卖方在收到此声明后15个工作日内仍未能履约，买方有权中止合同并索赔。
ARTICLE 12. FORCE MAJEURE 不可抗力
Neither party shall be liable for any default due to any Act of God, war, strike, lock-out, industrial action, fire or other event beyond the reasonable control of either party. In case of Force Majeure, the Seller shall not be held responsible for delay in delivery of non-delivery, but should inform the Buyer immediately by fax and mail a certificate issued by government authorities or Chamber of Commerce as evidence thereof. If the shipment is delayed over one month as the consequence of the said Force Majeure, the buyers shall have the right to cancel this contract.
在遭遇不可抗力的情况下免除双方的责任。卖方遭遇不可抗力延期装运或无法装运时应立即以传真或电子邮件通知买方并附加当时商会出具的证明。如果不可抗力下装运延期超过一个月，买方可以选择取消此合同。
ARTICLE 13. VALIDITY AND DURATION OF AGREEMENT协议生效日及有效期
This contract is considered valid for one year from the Date of Signing by Seller and Buyer and/or right until the execution, completion and achievement of the primary purposes, for which this document was made and entered into by both the parties hereto.
本合同有效期为一年，从双方签字起至双方执行完毕。
The buyer hereby irrevocably undertakes to complete the execution of the entire purchase order for 360,000/ MT (Three Hundred and Sixty Thousand Metric Ton Weight) and based in 360.000/MT (Three Hundred and Sixty Thousand Metric Ton Weight) of used rails per year delivery
.买方不可撤销的承诺，在一年内购买360，000MT废钢轨。
ARTICLE 14. COMPENSATION FOR NON-COMPLIANCE违约赔偿
The terms of this contract agreement both parties, the Buyer and the Seller, explicitly obligated, in the event of its breach of contract and/or non-compliance of the contract, the party at fault, to pay to the other party a compensation of 5 % (five per cent) of total purchase price of one month purchase order.
All remedies provided in this Agreement are cumulative and not exclusive。
本合同条款由双方共同议定并共同遵守，如果一方违约，应向对方支付合同金额的5%作为赔偿金。本协议项下的所有赔偿是可以累计的。
ARTICLE 15. SIGNING AGREEMENT 协议签定
Both parties shall short sign at the bottom of each page of this AGREEMENT.
All Appendixes are the integral parts of the present Contract and shall have the equal force as the Contract itself, provided both parties sign at the bottom of each page.
All amendments, supplements and alterations to the terms and conditions of the present Contract shall be made in written form and signed by authorized representatives of both parties to become the integral parts of the present Contract and shall have the equal force as the contract itself.
Notice: Any notice, request, demand, or other communication that is required or permitted under this Agreement shall be deemed properly given if it is deposited in the mail, certified, return receipt requested, and properly addressed to the buyer and seller.
双方共同在本协议每一页的下方签字。经双方签字的所有附件为当前合同的有效组成部分并具有相同法律效力。所有修改更正在双方授权代表签字后生效，和当前合同具有相同效力。
说明：任何和本协议相关的说明、请求、查询或信息都应以邮件、快递、挂号信方式传递，地址要正确。
ARTICLE 16. DIVISIBILITY 条款的可分割性
If any provision of this Agreement is found to be prohibited by law and invalid, or for any other reason if any provision is held to be unenforceable, in whole or in part, such provision shall be ineffective to the extent of the prohibition or unenforceability without invalidating or having any other adverse effect upon any other provision of this Agreement.
如果本协议的任何条款违法或失效，或者因其他原因部分或全部无法执行，则此条款视为无效。这并不影响其他条款。
Entire Agreement: This Agreement, including the documents and the instruments referred to herein and attached hereto, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous negotiations or agreements, whether oral or written, relating to the subject matter hereof.
完整协议：本协议包括所有已提到和附后的单据和文件，以及双方就协议货物随后达成的口头和书面协议或条款。
No extension, modification or amendment of this Agreement shall be binding upon a party unless such extension, modification or amendment is set forth in a written instrument.
此协议的任何扩展修改和更正都应书面提出，否则对合同方无约束力。
ARTICLE 17. PREFERRED SELLER AND EXCLUSIVE BUYER 首选卖方及独家买方
The Seller shall be the non-exclusive Seller but Preferred Seller to the Buyer of used rail in the Territory.
卖方虽非独一卖家，但应为买方在卖方国家内首选的卖家。
The Buyer shall be the exclusive Buyer to the Seller of used rail worldwide.
买方应为卖方在全球的唯一废钢轨买家。
The Seller hereby irrevocably undertakes not to sell the said commodities to any other buyer directly or indirectly.
卖方在此不可撤销的承诺不将本协议货物直接或间接的卖给别的买家。
ARTICLE 18. RELATIONSHIP OF PARTIES 协议各方关系
The relationship between the Buyer and the Seller is that of independent contractors. Neither party, nor its agents and employees, shall under any circumstances be deemed an agent or representative of the other and neither shall have authority to act for and/or bind the other in any way, or represent that it is in any way responsible for acts of the other. This Agreement does not establish a joint venture, agency or partnership between the parties.
买卖双方为独立的合同方。一方不会被视为另一方的代理或代表。本协议并不在双方间建立联合机构或代理。
ARTICLE 19. GOVERNING LAW & ARBITRATION适用法律和仲裁
This Agreement shall be governed and interpreted by the laws of the international chambers commerce. In case that any dispute or controversy arises out of or in relation to this Agreement between both parties shall be settled amicably but, in case of failure, these disputes or controversies shall be finally settled in Switzerland by arbitration in accordance with International Commercial Arbitration Association where the award shall be final binding upon the parties hereto.本协议采用国际商会相关规定。协议双方友好协商解决争议，如不能达成协议，则提请瑞士国际仲裁委员会进行仲裁，仲裁结果是最终的，对双方均有约束力。
Dispute Resolution: Any disputes that may arise under or concerning this Agreement, including but not limited to any dispute concerning the enforceability or interpretation of any provision herein, shall be resolved as follows:
任何和本协议相关的争议应如下协商：
If a dispute arises under this Agreement, any party may give written notice to the other that it desires to meet in person to attempt to resolve the dispute ("Notice of Dispute"). Within thirty (30) days after service of a Notice of Dispute, appropriate representatives of the parties shall meet in person and attempt in good faith to resolve the dispute.
争议发生时，一方应书面通知对方，要求双方会面解决争议。在书面通知发出后30天内双方派遣合适的代表进行接触，友好商议，解决争端。
If the parties fail to reach a resolution of a dispute within thirty (30) days after service of the Notice of Dispute, either party may request arbitration. Such request shall be in writing, served on the other party ("Notice to Arbitrate").
如果双方不能在通知发出后30天内达成协议，任何一方都可以提请仲裁。仲裁申请应书面提出，并提供给对方一份。
Within ten (10) days after receipt of the Notice to Arbitrate, the receiving party shall designate an arbitrator, acceptable to both parties. If the parties cannot agree on an arbitrator or either party disagrees with the decision of the arbitrator, either party may commence proceedings in accordance with the law of either country.
在收到仲裁申请后10天内，收到方应指定一名仲裁人并经双方认可。如果双方不同意一名仲裁人或一方不同意另一方所指定的仲裁人，则不同意的一方可以依据对方国家的法律规定行动。
ARTICLE 20. TERMINATION 终止
The parties to this Agreement shall have the right to cancel the Agreement effective, by written notice specifying the breach and requiring its remedy within 30 (thirty) days, in the event of one party to the Agreement has substantially neglected to fulfill the terms and conditions of this Agreement or the obligations in accordance with it, or is in breach of the terms and conditions of this Agreement in any other substantial manner and both parties failed to resolve the dispute under this agreement and both parties agreed to terminate the Agreement.
如果一方违约，另一方有权以取消此协议，取消通知应在30天内以书面形式发出，列明对方的违约行为。如果双方不能就争议达成协议，在双方同意的情况下，可以终止协议。
Both parties shall settle whatever due owes to each other as soon as possible and no later than fourteen (14) days from the date of decision taken to terminate the Agreement.
在协议终止后14天内，协议方应尽可能快地清算分别归属双方的权益。
ARTICLE 21. NON-DISCLOSURE保密约定
The Buyer and the Seller, each hereby acknowledges that as a result of the relationships established by this Agreement, each of them may have access to or may become aware of trade secrets, processes and/or confidential, non-public information regarding the other party (hereinafter "Confidential Information") and that such confidential Information is a valuable and unique asset of such party.
The Buyer and the Seller each hereby agrees to treat all Confidential Information with the same degree of care with which it treats its own confidential information, and not to disclose, in whole or in part, any Confidential information to any other person, firm, corporation, association or other entity unless required by law or regulation or order of a court of competent jurisdiction. The Buyer and the Seller each also agree not to use the confidential information of the other except as permitted under this Agreement. The parties agree hereby not to misuse each other's confidential information to promote its own interests at the expense of the other.
买卖双方应充分认识到双方就本协议达成交易，所有相关资料应视为商业机密，不得部分或全部泄露。在无对方同意的情况下，所有对方的资料都是机密，不得为了已方利益进行滥用。
The parties hereby accept and agree to the ICC Convention on Non-Circumvention and Non- Disclosure with regard to all the parties involved in this transaction, additions, renewals, and third-party assignments with full reciprocation for a period of five (5) years from the date of execution of this Contract. This duty is in accordance with the International Chamber of Commerce Convention [ICC 500].
双方同意国际商会的无欺骗无泄密条款，尊重所有相关的合同方，在合同期满后五年内不得泄露。
ARTICLE 22. CORRESPONDENCE/ COMMUNICATIONS/ NOTICES信件/通知
The communications / correspondence between parties can be carried out by fax or E-mail; it also could be carried out by phone in a very urgent case but must be confirmed afterwards by fax or e-mail.
双方之间资料的传递方式为传真或电子邮件。在特别紧急的情况下，可以用电话，但事后应立即补上传真或电子邮件。
All notices, requests, demands, consents, rejections, amendments, additions, acceptance, or any other communication required or allowed to be given shall be sent by e-mail, fax, telephone, or courier mail to the parties. However, faxes and photocopies of documents shall be accepted in lieu of copies but not in lieu of originals.
所有的通知、请求、允诺、拒绝、同意、修改、附加或其他信息都应以电子邮件、传真、电话或快递等交给对方。但是，传真或影印件视为复印件，不能视为原件。
ARTICLE 23. MISCELLANEOUS 其他约定
This Agreement shall survive termination and expiration. 本协议期满终止。
That each of the parties have set their hands to this CONTRACT AGREEMENT, both personally and as representatives or associates of their companies/ organizations, with full knowledge that each is liable for the remedies prescribed by law for breach or default of the terms contained herein, to which each hereby attests that they are fully cognizant; and all statements made are made and, subject to the penalty of perjury.
各方在本合同签署。各方及其代表、分支机构均知悉：有责任依照法律对自己的违约行为予以补救，对此，各方已充分认知并对其陈述不实的承担受到法律处罚后果。
IN WITNESS WHEREOF, the parties set their signatures and seals and hereto duly execute the forgoing instrument in English or cause the same to be executed as of the date and day hereunder written.
双方在合同的英文文本上签字盖章，本协议于签署之日起执行。
For and on behalf of the Seller: 卖方代表签署
Represented by:
For and on behalf of the Buyer: 买方代表签署
Represented by:
FULL AND CONFIRMED PROCEDURES 确认程序
1. Buyer confirms Soft Offer and issues an ICPO with full Banking Information addressed to “Seller”.
买方同意卖方的销售条件与条款，并开出不可撤销的订单，且提供完整的银行坐标。
2. Seller issues Draft contract along with pictures once ICPO is received.
卖方根据买方的订单提供合同文本和有关照片。
3. The buyer returns the draft contract approved and signed OR with amendment to be approved by seller within 3 business days.
买方签回合同或在三日内提出修改意见。
4. After contract has been signed, within 5 banking days the Seller’s bank will issue an Authorization to export by Local government.
合同签署五日内，卖方提供当时政府授权的出口许可证。
Note: Steps 5 and 6 are optional, buyer can go to step 7 to issue Pre-advice directly.
备注: 程序第五条和第六条可以跳过，直接开出预开通知书。
5. After the Export License is verified by Buyer, Buyer’s bank will issue SWIFT MT-999 to inquire the readiness to receive the Pre-advice of DLC by Seller?
卖方的出口许可证经买方认可后，买方银行将以SWIFT MT-999咨询卖方是否已经准备好接证。
6. Seller’s bank will reply via SWIFT MT-999 that they are ready to receive the pre-advice of DLC.
卖方银行以SWIFT MT-999 答复已经准备好了接受预开通知书。
7. Buyer’s bank issues MT-705 Pre-advice of DLC for Seller’s Bank to verify.
买方银行以SWIFT MT-705开出信用证的预开通知书。
8. After the Pre-advice of DLC is accepted by Seller’s Bank, Seller’s Bank will issue 2% non-operative PBG, AQSIQ certificate copy and POP to Buyer’s Bank for verification.
卖方银行接受该预开通知书后，即开出信用证面额的2%的、暂不生效的履约保证金保函，质检证书的复印件和”有货证明”，以备买方银行查询。
9. After the PBG is verified by Buyer’s Bank, Buyer’s Bank will issue SWIFT MT-700 IRREVOCABLE, TRANSFERABLE DLC to seller’s bank which activates seller’s PBG immediately.
买方银行查询结果后，即以SWIFT MT-700开出不可撤消的、可转让的跟单信用证，立即激活卖方的履约保证金保函。
10. The seller sends a Letter of Invitation for Yard Visitation and Inspection to loading Port upon the buyer’s request. The buyer can depute their representatives(five or six person) at seller’s cost to witness operations at the loading port.
卖方依据买方的请求发出邀请函，邀请买方前来装货港督导并检验。买方可以派5-6人的代表到装货港监装，卖方负责费用。
11. Delivery commence as scheduled. 根据进程开始运输。
12. Within seven (7) days after the arrival of the vessel and after the CCIC/CIQ at discharging port, payment settlement by Telegraphic Wire Transfer.
货到后七日之内、经过商检后以T/T汇款方式支付货款。
