SALE-PURCHASE CONTRACT FOR COPPER CATHODE PLATES CONTRACT NO: 合同号: This Sale-Purchase Agreement Contract (SPAC) is entered into this day of , between our Principal (the Seller) and Buyer as follows: 此购销合同与以下买方卖方于 签订: WHE
This Sale-Purchase Agreement Contract (SPAC) is entered into this day of    , between our Principal (the Seller) and Buyer as follows:
此购销合同与以下买方卖方于     签订:
A.  LIMITED hereinafter referred to as the Seller, and who  with  full  legal  and  corporate  responsibility,  warrant  that they have reliable sources under legal authority from the rightful owners of a specified quantity and quality of Copper Cathode Plates and hereby agree to sell to the BUYER hereto the aforesaid quantity and  quality of Copper Cathode Plates:
B.      CO. LTD hereinafter referred to as the Buyer, and who warrant that they are capable of purchasing  with full legal and  corporate  responsibility,  from  the SELLER hereto the aforesaid quantity and quality of Copper Cathode Plates, and hereby enter into this  SPAC to purchase from the SELLER hereto the aforesaid quantity and quality of Copper Cathode Plates.
NOW THEREFORE, both Parties hereto hereby agree to willingly bind and obligate themselves to act and perform as follows:
以此双方同意执行下述条款,受期约束,承担 责任。
Both Parties hereby agree that the Transaction Code under this SPAC shall be known asCONTRACTNO: and hereby agree that all communication, correspondences pertaining to this SPAC shall always bear this Contract No. for identity.
双方同意此合同下的交易代码即为合同号:     ,双方并同意所有关于此合同的交涉,都应与此合同号一致。
2.0 PRODUCT 产品
Copper Cathode Plates to LME standard but Non LME registered,
Origin Congo (DRC)/Zambia. 原产地:刚果/赞比亚
Grade A99.99%   purity,   minimum 99.96%.
等级A99.99% 纯度(由SGS检验 可以接受为99.96%)
Size: 尺寸: 914mm x 914mm x 9mm (+/-5%)
Weight:  Each plate 93.8kg (+/- 5%)
Packing:  Palletised bounded by metal straps and loaded into 20ft container
3.0    QUANTITY  数量
Both Parties hereby agree that the Total Quantity of Copper Cathode Plates under the SPAC shall be 2,000 MT +/- 5% spot shipment based on ex-warehouse basis Hong Kong Port. Weight for invoicing purposes shall be by the actual net weight.
4.0   DELIVERY交货
Stock is available from warehouse Hong Kong Port after advance payment 30% is deposited in Escrow (Trust) Account with Seller’s Bank. Delivery shall be completed within 7-8 days after the bank clearance of the bank drafts. Time is needed for custom clearance and SGS inspection.
The Goods will be packed in 20 footer containers in a way that guarantees safety of the Copper Cathodes during transportation and which the Seller warrants are of an acceptable standard to itself. The Buyer or his representative shall verify at the Loading Port that the packing standard is acceptable and to the standard which will ensure delivery without damage to the discharge port.
5.0   PRICE价格
Both Parties hereby agree to the following Price Structure: 双方同意下述价格条款:
USD    MT per metric ton FOB Hong Kong Port and Seller will arrange delivery on behalf of Buyer to      Destination Port
每吨    美元FOB香港,且卖方将会安排交货至买方指定的      港。
The following payment term will be made by the Buyer: 以下为买家的付款方式。
Advance 20% and TT 80%预付20%再电汇T/T80%。
A) Deposit 20% advance payment into Seller’s account in Bank with Bank Certification that Funds are held in Escrow.
B) Upon clearance of the Draft, the Buyer can view the Shipping Documents from Tanzania.
C) A Legal Agreement will be signed between Buyer and Seller stating the terms of the transaction:
 i)  Seller will provide a Corporate Receipt for the 20% and confirmed that it is held in escrow by Bank.
卖方必须在提出一份20% 共同收据并确定此专款为银行托管保留。
ii)                   That Buyer can view the shipping documents once the bank drafts are cleared.
  iii)  That Buyer can view the Copper once custom clearing has been completed. The Seller will advise Buyer of the date and time.
清关 完成后卖家即将通知买家看货时间与日期。
  iv)   That SGS inspection will be held soon after custom clearance and Buyer will be invited to attend. The Seller will advise the date and time.
清关 完成后卖家立即安排SGS检验并通知买家时间与日期且一起参与。
 v)    That the transaction is terminated if copper purity as verified by SGS is less than 99.96%.
vi)   That a penalty equal to 2% of the transaction value will be payable upon non-delivery by Seller and upon copper being less than 99.96%.
若卖方未能按照双方同意天数内完成出货或电解铜的纯度低于 99.96%,则需被罚款与没收出货等值的2%货款。
D) Balance 80% will be paid immediately after SGS Inspection and during the collection of goods and presentation of Delivery Documents on ex-warehouse basis.
Buyer may appoint his own inspectors at his cost to verify the SGS inspection at Hong Kong Port, appointed and paid by Seller.
The weighing and sampling shall be carried out by SGS in accordance with standard and customary international practices.
The net weight assayed by SGS shall the quantity accepted by both Parties for invoice and payment.
Quality Inspection: This SGS certificate of Inspection shall confirm that the product is Copper Cathode Cu99.99%, not less than 99.96%.  The Buyer shall have the right to reject the consignment as not complying with the standard contracted if the verified quality is less than 99.96.
质量检验:每批货物应配有指派的检验员在装运港的签字的鉴定证明书。SGS检验证书证明货物为99.99%,或不少于99.96%。若在装运港的检验为铜品位低于99.96%,买方有权按照未按合同标准拒收货物,这种情况下,买方可以终止合同 并要求按照履约保函偿还损失。
Shipping documents as DOCUMENTS REQUIRED FOR PAYMENT shall be provided by Seller and to include the following documents:
1.  Certificate of Origin from chamber of commerce of export country (2 orig and 3 copies)
2.  Signed Delivery Note on Ex Warehouse Basis (3 orig and 3 copies)
3. SGS Inspection Certificate (2 original, 2 copies) showing quality per Chemical Composition and Quantity Assay loaded on board vessel.
4.  Commercial Invoice (3 original, 3 copies).
5.  Export Permit of Export Country (2 original, 2 copies)
6.  Ownership certificate (2 original, 2 copies)
7. Certificate of quality assay in export country (2 original, 2 copies) All documents to be both faxed and courier to Buyer within 3 (three) of delivery completion date.
1、  出口国商务部的原产地证书 (2份原件和3份复印件)。
2、  已签署货交至仓库根据文件 (3份原件和3份复印件)。
7、出口国的化学成分证书 (2份原件,2份复印件)。
The Seller shall hire Inspection Agency and ensure that all necessary documents and applicable regulations of Local Government, Ports and Customs Authorities and other Institutions involved are strictly adhered to and complied with. Title for the goods will pass from Seller to Buyer upon clearance of funds for 100% invoice value into the Sellers account by means of the agreed bank instrument. Any terms not covered by this SPAC shall be covered by INCOTERMS 2000 for Ex-warehouse Sales.
10.0   TAXES AND DUTIES税、及关税
The Seller hereby agrees to pay all taxes and duties imposed by the Country of Port of Origin           pertaining to the export of Copper Cathode Plates.
11.0   FORCE MAJEURE不可抗拒力
Neither the SELLER or BUYER hereto shall be liable or responsible for any failure to fulfil their obligations and responsibilities under this SPAC, if fulfillment has been prevented or  curtailed by any circumstances whatsoever beyond the reasonable control of Seller and Buyer hereto, as the case may be including without prejudice, due to the following factors:
1.    Civil strike, riots or war
2.    Strike, lockout or labour dispute
3.    Adverse weather or peril of the sea or embargoes
4.    Delays of vessel due to breakdown provided always that nothing contained herein shall relieve the Buyer of any of his obligations to make payments due to the Seller under this SPAC according to the provision of the Payment Terms under this SPAC  once the consignment is delivered.
In the event of circumstances of Force Majeure lasting more than Ninety (90) days, the Buyer hereto shall have the right to cancel this SPAC partly or fully.  In such a case, none of the Parties here of  shall have the right to any compensation for possible losses by either party.
The Party seeking relief under these provisions shall advise the other Party as soon as practical of the circumstances causing the failure to fulfill its obligations and shall thereafter provide such information as is available regarding the progress or cessation of those circumstances.  The Certificate issued by the respective Chamber of Commerce in the country where Force Majeure arises shall be sufficient proof of such circumstances.
1、 暴乱,战争;
Both Parties hereby agree that except for the provisions of the Force Majeur as described under clause 11 above, any breach of any of the provisions of this SPAC shall be settled amicably between both Parties. Upon failure to reach an amicable settlement, both Parties hereby agree to submit to Arbitration under the Laws of Arbitration of the country of jurisdiction.
Both parties hereby to abide by the result of  the Arbitration Process. If the dispute is not resolved by arbitration and necessitate bringing the dispute under the legal process, the jurisdiction shall be that of the Courts of Law in Switzerland.
Both Parties hereby agree to keep this transaction confidential within the Parties involved herein. No disclosure to any other person, institutions, companies, corporations etc, shall be entertained or given access to information without prior consent by either Party. Nobody under the employ or assigns of either Party hereof shall circumvent either Party in transacting the same business with any of the Principals under this transaction, whether during or after the maturity ofl this particular transaction. Should any of the Parties involve herein conduct or transact the same business with any of the principals herein without the knowledge of the other Party, the Party in breach of this provision shall compensate the aggrieved Party equivalent to the commissions as committed under the original transaction.
Both Parties hereby agree that the English Language oral or written shall be the language to be used in any communication pertaining to this transaction. The addresses provided herein, such as postal address, office physical address, fax, telephone, telex and email addresses, shall be used in all forms of communication. Should any of the Parties hereto change their address, such change should be communicated in writing to the other Party. This is the SALE-PURCHASE AGREEMENT CONTRACT in its entirety. Any Additions, or Amendments to be made under this SPAC shall be mutually agreed upon by both Parties hereto and shall be made in writing and forms part and parcel of the document as ANNEXES.
Either party may terminate the contract should the other side refuse performance of a substantial contractual ob ligations unless the bank instrument is not posted by the Buyer, but excluding refusal cause by a Force Majeure event.  Notification of termination is to occur within 7 (seven) days following non-performance of contractual obligations.  No termination is permitted should any of the sides excuse their obligations within the stated 7 (seven) days from the notification date.