印度煤炭购销合同 （中英文） ELLANDPURCHASE CONTRACT FOR STEAM COAL This Contract is made onJune 16th, 2011, by and between : 本合约书订于2011年6月16日由下列公司共同订定： 1. BUYER（买方）:NAME OF COMPANY（公司名）: 地址Address： Represents印度煤炭购销合同 （中英文）
ELL AND PURCHASE CONTRACT FOR STEAM COAL
This Contract is made on June 16th, 2011, by and between :
1. BUYER（买方）:NAME OF COMPANY （公司名）:
Represents by （代表人）:
( hereinafter referred to as “Buyer” ) 以下简称” 买方”。
2. SELLER（卖方） : NAME OF COMPANY （公司名）:
Represents by （代表人）:
( hereinafter referred to as “Seller” ) 以下简称”卖方”。
WITTNESSTH ; Whereas, The Seller is a legal producer and exporter of coal in India, and has the right to sell legal quarry as the terms of Contract and Specifications of product stipulated herein below
兹 证 明 ：鉴于卖方为印度的出口商及煤矿生产者，有权销售合法矿源所生产的煤炭，其合约条款及其产品规格如下列所示：
This contract is made by and between the Buyers and the Sellers, whereby the Buyers agree to buy and the Sellers agree to sell the under mentioned commodity according to the terms and conditions stipulated below:
CLAUSE 1 CARGO 第一条款 : 货物：
STEAM COAL NON COKING in India, with Gross Calorific value at min 6300-6100 Kcal/kg (ADB), and other elements specified in Guarantee Specifications on Clause 6 below.
CLAUSE 2 : CONTRACT QUANTITY AND LOADING PORT/UNLOADING PORT
2.1. Seller agrees to sell and Buyer agrees to purchase Contract Quantity of53,000MT（+/-10%）, effect one shipment.
2.2 Loading Port: Bombay Port Unloadding Port: Pudong Port
装货港：孟买港Bombay Port 卸货港：浦东港 Pudong Port
CLAUSE 3 : PRICING & CONTRACT AMOUNT: 第三条款: 单价及合同总值:
3.1. Unit Price is FOB MV US$ per Metric Ton;
3.2. The Contract Amount is :
53,000 MT x US$ = US$
53,000公吨 x 单价US$ = 总价为US$ 美元
3.3. The above Quantity and Contract Amount shall allow difference of +/-10% tolerance.
CLAUSE 4 : LOADING ANCHORAGE & LAY-TIME: 第四条款: 装货及装货时限：
4.1. The Buyer is responsible for chartering vessel and dispatch the Cargo Vessel at loading port on time. In case the delay of arrival of Vessel, Buyer shall pay 2% of contract amount to Seller to compensate the losses of Buyer; On the contrary, if the vessel has arrived on time in the loading anchorage with no sufficient cargo prepared on spot, or occurred any delay of loading lay-time, seller shall pay 2% of contract amount to Buyer to compensate the losses of Buyer, and the demurrage that occur due to delayshall be borne by the Seller.
4.2 Seller shall prepare well at least 80% of all cargo at the loading port 7 days before vessel’s arrival at loading port.
4.3 Seller shall guarantee the Loading Rate is more than 8,000 MT PWWD SINC, and finish loading of all the cargo to the MV within 8 days including Sundays. In case of any delay of loading lay-time, the demurrage shall be responsible by the Seller. The vessel nominated by Buyer arrived in the anchorage of port which Seller confirmed, provisionally on between June 25th and July 2nd 2010, and seller shall ensure cargo be delivered on the basis of lay-time 6 days, but the actual lay-time according to Charter Contract.
CLAUSE 5 :TERMS OF PAYMENT :第五条款:付款条件：
5.1. After signing this contract, the seller will open a 2% PB of contract amount to the buyer through a bank accepted by buyer within 5(Five) working days. After receiving and confirming the 2% PB, within 7 (Seven) working days, the buyer will open 100%irrevocable L/C at sight. The L/C shall allow difference of +/-10% tolerance on quantity and/or contract amount;
The validity of Performance Bond is 10 (ten) days after the date of the buyer receiving COMMODITY INSPECTION AUTHORITIES inspection report and B/L. And the purpose of this Performance Bond is to guarantee that shipment time and the quality. Performance Bond shall be forfeited by Buyer if Vessel is arrived but No shipment is made and the Letter of Credit's Latest of shipment is expired.
合同签订以后, 卖方在5个工作日内将合同总值2%的银行保函开给买方. 买方收到2%银行保函并确认后，于7个工作日内开出100%不可撤消即期信用证给卖方。信用证允许溢短装10%。银行保函有效期至买方收到商检机构检测报告及提单后10天，目的为保证船期和货物质量。如果船到后，卖方未能在信用证规定的时间内装船完毕，买方将没收卖方银行保证金。
5.2.The cargo of 53,000 tons ±10% shall be loaded within 10 days after the Seller receives L/C from the Buyer and shall be the contract is fulfilled.
CLAUSE 6:GUARANTEED SPECIFICATIONS 第六条款: 产品之规格：
The Specification listed bellow made ASTM Standard on Air Dried Basis, unless otherwise indicated:
6.1. SPECIFICATION OF PRODUCT（规格）:
|Total Moisture (air received basis) 全水份(收到基)||<16.00%||>18%|
|Inherent Moisture (air dried basis) 内水份 (空干基)||8% max||>12%|
|Ash (air dried basis) 灰份 (空干基)||12% max||Above 16%|
|Volatile Matter (air dried basis) 挥发份 (空干基)||< 40%||≥45%|
|Total Sulfur (air dried basis) 全硫（空干基）||<0.8% max||>1.0%|
|Fixed Carbon (dried basis) 固定炭（干基）||By difference|
|Gross Calorific Value (as dried basis)（空干基发热量）||6300 kcal/kg||<6100 kcal/kg|
|HGI Index （哈氏研磨系数）||≥45 min||<40|
CLAUSE 7 : PRICE ADJUSTMENT FOR QUALITY: 第七条款: 由质量引起的价格调整:
The Quality of coal certify by COMMODITY INSPECTION AUTHORITIES . In case the Total Moisture and/or GCV of cargo are inconformity with standard rate on Clause 6, the price in Clause 3.1 is adjustable as per following formulas:
7.1.The Sellers and the Buyers agree if the quality of steam coal lower than the standard quality, the Penalty will be used.
7.2. Adjustment for price according to the following clause, based on per ton
a) Total Moisture (ARB) Adjustment:
If the actual total moisture at loading port's analysis certified by COMMODITY INSPECTION AUTHORITIES exceeds 16% (ARB)，but not exceed 18%，the exceed part will be deducted from the total weight
100 – Actual TM x certificate of tonnage
Invoice Tonnage = 100 – 16
b) Gross Calorific Value (ADB) Adjustment:
If the Gross Calorific Value (ADB) at loading port higher 6100 Kcal/Kg but lower than 6300 Kcal/Kg, Calculation shall be implied as follows:
Actual GCV (ADB)
FOB Price = ---------------------- x USD69/MT
c) Shipment Cargo Quality Rejection Levels: 拒收标准：
Buyer has the right to reject all shipment cargo at loading port (jetty) if the actual analysis result for Gross Calorific Value (ADB) is below GCV 6100 Kcal/Kg, and/or the Total Moisture (ARB) is above 18%, and/or the Ash Content (ADB) is above 16% and/orVolatile Matter (ADB) is above 45% and/or the Sulphur content (ADB) is above 1.0%,and/or HGI is less than 40, and/or AFP is below 1250℃. Such rejection shall be determined by sellers appointed surveyor and buyer’s surveyor jointly prior to loading.
CLAUSE 8: WEIGHING and QUALITY:第八条款: 重量取决/采样及分析／质量的检验：
8.1. At Loading Port, The Seller at his expenses shall determine the weight of Cargo’s shipment by draught survey international Practice, and certified together with COMMODITY INSPECTION AUTHORITIES of the loading port “Report of Weighing” shall be FINAL AND BINDING for bill of lading.
8.2. The Seller shall fax to Buyer one copy of “Certificate of Weight” within three ( 3 ) working days after B/L date, and the B/L Weight shall be basic for provisional Invoicing.
8.3. The Loading port's Certificate of Quality made by COMMODITY INSPECTION AUTHORITIES of the loading port shall be final for both parties. All costs related to the inspection, sampling and analysis in load port shall be borne by the Seller. The costs of the analysis of the umpire sample by the neutral laboratory, which shall be mutually agreed, shall be borne by the party requesting the further determination.
在装货港由商检机构所做的检验为最终标准, 采样及分析之全部费用由卖方负担。至于委托中立的检定公司作实验分析仲裁用样本时, 须经双方同意, 费用由提出仲裁要求确认者负责。
8.4. The Loading port's Certificate of Weight both made by COMMODITY INSPECTION AUTHORITIES of the loading port and must be followed ASTM Standard and is FINAL AND BINDING FOR BILL OF LADING.
CLAUSE 9: DIFFERENCE OF ANALYSIS RESULTS ON QUANTITY & QUALITY:
9.1. In the event that Analysis result of quality difference is too big, excess tolerance and acceptable rate between the results of analysis made by different Representative’s Surveyors AT LOADING PORT, which shall arise disagreement between the Parties, the “Umpire Sample” shall be forwarded for testing to an umpire analyst who shall be chosen under mutual agreement by the Seller and Buyer. The results of the umpire analysis shall be deemed as final and conclusion.
9.2. The cost of the umpire analysis shall be borne for the Party whose analysis result is further apart. In the event that the analysis of Seller and of Buyer is equidistant from the umpire analysis, then, Seller and Buyer shall share the cost of umpire analysis equally.
CLAUSE 10 : SHIPPING ADVICE AND OPERATIONS 第十条款: 装船通知及其运作
10.1. Buyer shall propose by email/fax to the Seller the status and scheduling of vessel not later than 10 (ten) days prior to her ETA ( Estimate Time of Arrival ) at the loading anchorage. The Seller shall confirm by e-mail/fax acceptance of the Buyer’s nominated vessel within 1 (one) working day.
10.2. Before the chartering of the Vessel, the Buyer shall advise the Seller by Fax/Email/Post, the Vessel’s key details, namely, the age of vessel, flag, DWT and tonnage of crane and further obtain confirmation for the loading date with Seller. The Buyer or the Vessel’s master shall also give notice of Vessel’s expected date and time of the arrival by fax . The vessel serves notice to Seller and/or its agent in the Load port on 7 days, 72 hours, 48 hrs, 24hrs and 12 hrs prior to the arrival at the loading anchorage, so to enable the Seller for preparing of cargo on barges ready for loading.
在租船前，买方应通过传真、邮件的方式告知卖方船舶主要信息，船名，船龄，船旗，载重及抓斗载重，并进一步与卖方确认装船时间。买方或船东必须在货船到达装货停泊处72小时, 48小时, 24小时及12小时以前以电报或 传真通知卖方及/或其港口代理人，使卖方得以备妥足量接驳船装货。
10.3. Vessel can tender Notice of Readiness (NOR) Monday to Friday 08.00 to 17.00 hrs and Saturday from 08.00 to 13.00 hrs (LT) upon arrival at port of loading provided vessel is in free pratique and in all respects ready to load the cargo.
10.4. The Sellers shall load the coal to the Buyers’ vessel. Any taxes and levies or other charges incurred at the loading port are on Seller’s accounts. Any taxes and levies or other charges incurred at the unloading port are on Buyer’s accounts.
10.5. The Seller shall upon completion of loading advises the Buyer within 3 working days by cable/ telex/fax of the contract number, name of vessel, carrier, DWT, Flag of vessel, Ocean bill of lading, Net Tonnage, name of commodity, approximate invoice value and ETA.
CLAUSE 11 : SHIPPING DOCUMENTS 第十一条款：装船文件
The L/C shall provide for provisional payment of 100% invoice value at sight, at the counter of receiving bank, or negotiation bank against presentation of following shipping documents made in the Loading Port.
( 11A ) : Documents for Negotiation in Bank : ( 11A ) : 银行议付文件：
11A.1..Signed commercial Invoice in Triplicate（3/3）, based on the weight stated in the B/L, and the guaranteed Calorific value and other elements respectively.
11A.2..Full set of 3/3 Original, Clean on Board Bill of Lading plus 3 Non –Negotiable Copies and marked “Freight Payable as per Charter Party on Buyer’s account”, setting forth the weight in Metric Tons, evidencing shipment from Loading Port.
11A.3. “CERTIFICATE OF quality ANALYSIS ” issued by COMMODITY INSPECTION AUTHORITIES at the Load Port in one original and two copies.
11A.4. “CERTIFICATE OF WEIGHT” issued by COMMODITY INSPECTION AUTHORITIES at the Load Port in one original plus two copies.
11A.5. “CERTIFICATE OF ORIGIN” issued by local Chamber of Commerce, or by other competent Authority in one original and two copy.
11A.6 Certificate of draft survey issued by COMMODITY INSPECTION AUTHORITIES at loading port in one original and three copies.
( 11B) : Shipping Documents Sent to Buyer :
Seller’s evidence certifying one copy of Shipping Documents (refer to BILL OF LADING, CERTIFICATE OF ORIGIN, CARGO MANIFEST) was sent by DHL or Air Courier to the Buyerwithin 3 working days after loading.
CLAUSE 12 : DEMURRAGE 第十二条款：延滞费
12.1 If the Seller fails to execute shipment within the loading lay-time at port of loading as stipulated in Clause 4, the Seller shall pay demurrage to the Buyer for time lost WITHIN 30(thirty) days according to Charter Party that Buyer signed with carrier, after expiration of the lay-time;
12.2. Demurrage reimbursement is payable 30 days by TT upon the receipt of shipping documents together with Statement of Facts ( FOS ) to be signed by the Master of Vessel and/or respective representatives (if any) after completion of shipment.
CLAUSE 13 : INSURANCE 第十三条款: 保险
Insurance to be covered by Buyer from the time that cargo is loaded on board of the vessel. For this purpose, Seller shall advise Buyer by fax or e-mail from the start of loading and confirm immediately of exact quantity and value of cargo on board after completion of the loading.
CLAUSE 14: TAXES, DUTIES 第十四条款税金、关税
The delivery of the Coal in respect of this Contract involving all taxes, duties, etc shall be treated in the following manner:
14.1 The Seller shall pay all and any taxes, duties, related to the performance of this contract and collected up to the nominated discharge port.
14.2 The Buyer shall pay all and any taxes, duties, related to the performance of this contract and collected at the discharge port.
CLAUSE 15：LICENSES OF EXPORT AND IMPORT 第十五条款 进出口许可证
15.1 It shall be Seller’s obligation and responsibility to prepare and arrange all export license and other documents required for export of the contract goods out of India. Any cost that may arise is for the account of the Seller.
15.2 The Buyer must obtain at his own risk and expenses any import licenses or other official authorization notwithstanding that the same arises from a change in legislation after this Contract.
CLAUSE 16: FORCE MAJEURE 第十六条款: 不可抗拒的因素
Neither party shall be held responsibility for failure of delay to perform all or any part of this Contract due to flood, fire, earthquake, snow-storm, draught, explosion, strike, war, or any other Force Majeure cases as per international practice. However, the party whose performance is Affected by the event Force Majeure shall give a notice to the other party of it occurrence as soon as possible and a certificate or a document of the occurrence of the Force Majeure event issued by the relative Authority or a neutral independent third party, shall be sent to the other party no later than 30-days after this occurrence. If the event of Force Majeure continues for more than 30-days, both parties shall negotiate the performance or termination of this contract.
任何一方在下列不可抗拒的因素造成本合同的失败、延误、不能全部或部份执行本合同，如遇水灾、火灾、地震、暴风雪、干旱，爆炸、罢工、战争，或任何按国际条例不可抗拒事由所发生事故均不须负责。但受此灾害执行的一方须尽快在30天内备妥证明或由授权之相关单位或中立的第三方之文件通知对方。若不可抗拒的事故持续30 天以上， 双方可协调是否继续或终止合同。
CLAUSE 17：NON-COMPLIANCE PENALTY 第十七条款:违约罚款
If either party of this Contract fails to perform its obligation as stated in this contract, other than by reason of Force Majeure as per Clause 14, The concern party shall pay 2% penalty to the other party. the penalty must be paid within 30days.
若买卖双方任何一方未能履行合同条款, 除因条款第十四条款所述的不可抗力事件外, 违约方须向对方支付2%违约金.支付时间为判定为违约后30天内,
CLAUSE 18: ARBITRATION 第十八条款：仲裁
All disputes, controversies of differences, violation, breath, fails or delay of shipment, etc, in the relation to or in connection with this contract, which may arise and not be able to settled by an amicable agreement, shall be submitted for arbitration to the Arbitration Laws Of Singapore and the place is in Singapore.
CLAUSE 19：EXECUTION OF CONTRACT 第十九条款：执行合同
Each of the parties to this Contract represents that it has full legal authority to execute this Contract and that each party is to be bound by the terms and conditions contained in the Contract. This Contract represents the entire agreement between the parties and any change will be made in written, executed by both parties.
合同双方均拥有法定权利去执行此合同, 并受此合同条款约束. 此合同代表买卖双方对此交易完全一致的意向. 任何修改转变均以书面形式通知对方.
CLAUSE 20 : CONFIDENTIALITY AND COMMUNICATIONS 第二十条款: 保密
The parties shall treat this contract as confidential. Neither of this party shall disclose its terms without the prior consent in written of the other, except to the extent required by the laws, rules, regulations and direction s of the Government the above of both sides in Buyer, and /or Seller.
CLAUSE 21 : CONTRACT SIGNATORIES 第二十一条款:合同签署
21.1. The text of this Contract is in English and Chinese and is signed in 4 originals,each party shall have two (2) copies of this similar Agreements with the same law effect.
本合同一式四份, 买卖双方各持两份, 每份都具有同等的法律效力.
21.2. In witness thereof, the parties have signed and sealed below to accept and approve all terms and conditions contained in this Contract.
21.3. All contract content and all documents should be presented in English (documentary credit).
21.4. This electronic or facsimile Contract signed by both Buyer and Seller is to be considered the original. No future additions/deletions or amendments are valid unless put forward in writing and signed by both the Buyer and the Seller. No hand written changes is allowed.
CLAUSE 22: BANKING INFORMATION 第二十二条款:银行资料
22.1 Buyer’s Bank Information 买方银行信息:
|Bank Name 银行名称:|
|Account Number 账号:|
|Bank Officer’s Name 官员:|
22.2 Seller’s Bank Information卖方银行信息:
|Bank Name 银行名称:|
|Account Name 戶名|
|Account Number 账号:|
|Bank Officer’s Name 官員|
CLAUSE 23 ENTIRE AGREEMENT 完整协议
23.1 This Agreement is the final and entire agreement between the parties in respect to the coal to be purchased and sold under this agreement and there are no representations understandings or agreements, oral or written which we are not included herein. Shall there be any corrections or insertion of information, Amendments or Addendums of contract shall be commenced and is regarded as the integral part in this contract.
The Contract constitutes the entire agreement of the Parties with respect to the subject matter thereof and supersedes any prior expression of intent or understanding with respect to the transactions contemplated in the Contract. Should there be any unforeseen circumstances during the course of activities performed under this contract, both parties shall discuss in good faith to address the issues which may arise and make necessary amendments to this contract. In WITNESS WHEREOF the Parties here to have executed this Agreement on the day and year first herein before written.
Buyer (买方)： Seller（卖方