印尼动力煤买卖合同 （下部分，中英文） SALE AND PURCHASE CONTRACT AGREEMENT INDONESIAN STEAM COAL ARTICLE 10 - LOADING TERMS 第10条 装载条款 10.1 DISCHARGE POINT卸货地点 The Anchorage Point of CHINA, is the Rizhao port, Vessel shall comply w印尼动力煤买卖合同 （下部分，中英文）
SALE AND PURCHASE CONTRACT AGREEMENT INDONESIAN STEAM COAL
ARTICLE 10 - LOADING TERMS 第10条 装载条款
10.1 DISCHARGE POINT卸货地点
The Anchorage Point of CHINA, is the Rizhao port, Vessel shall comply with requirements at the DISCHARGE Point as stipulated from time to time by those authorities or any other relevant authority at the DISCHARGE Point. DISCHARGE Point specifications for the coal as advised are:
a) DISCHARGE rate : 12,000 MT PWWD SHINC
卸货率 :每个晴天工作日(包括星期日和假期在内)12000 公吨
DISCHARGE coordinate: Lat 卸货坐标: 纬度 N北纬
Long: 经度 东经E
1st Arrival date第1批货到达日期
b) 1. Age of Vessel船龄 : Twenty (25) years : 二十五 (25) 年
2. Geared Vessel备有装卸设备的船只 : 4 x 25 MT Cranes: 4 x 25公吨吊车
3. Grabs 抓斗 : 4 x 8 CBM: 4 x 8 立方米
4.The port docking conditions: length of the ship not exceeding 225 meters, the ship is not more than 13.09meters draft arrival.
c) BUYER shall exert its best efforts to have the Discharge Point fulfil their obligation to maintain the above specifications.
d) BUYER at its own expense shall unload Coal in bulk, off vessel at Discharge Point, free of all risk and damage to SELLER and vessel.
10.2 SHIPPING ARRANGEMENT 装运安排
a) The SELLER shall arrange for and provide vessels within the dimensions stipulated above clause 10.1
b) The SELLER may arrange vessels as stipulated in above (a) to be fully loaded with the coal defined under this Agreement, or may arrange for vessels which would take the coal to load the coal together with the coal not covered by this agreement. However, combined loading as mentioned above shall be discussed and agreed between the BUYER and the SELLER prior to shipment.
NOTICE OF READINESS 备妥通知
Notice of Readiness (NOR) to load the coal shall be tendered in writing (e-mail, facsimile, telex) or by radio upon the vessels arrival at the Anchorage Point from 09.00 to 17.00 from Monday through Saturday, excluding Sundays and Major Indonesian Holidays, with the following conditions:
If the vessel directly berths, NOR shall be tendered upon berthing after free pratique.
If the vessel is compelled to wait for berth due to any reason, N/R shall be tendered upon the vessel’s arrival at anchorage point for the DISCHARGE Point.
10.3 LAY TIME装卸时间
Lay time shall commence twelve (12) hours after the vessel tenders N/R unless sooner commenced. If the vessel is compelled to wait for berth at DISCHARGE point, shifting time from anchorage point to berth shall not count as lay time, unless the vessel is on demurrage.
Time lost by the following causes shall not count as lay time:
a) Unloading interruption due to wind, rain, fog, or other natural causes, and interruptions due to cleaning being required after rain.
Delays due to breakdown of the vessel’s loading equipment(s), ballasting equipment(s) or lighting equipment(s), or delays due to the vessel’s
b) requirement(s) to change stowage plan or loading sequences, or to have special trimming.
c) Shifting time due to the vessel’s requirements (shifting time due to BUYER’s requirement shall count as lay time).
d) Shifting time from anchorage to unloading berth, time lost due to berthing operations and preparations by the vessel to berth, and time taken for completion of pratique at anchorage or after berthing.
e) Excess time resulting from the vessel arriving at Anchorage Point prior to the lay days agreed between the BUYER and the SELLER, provided however that in case the BUYER can arrange to unload prior to such lay days, time actually used for loading shall count as lay time.
f) Time lost due to the causes stipulated in Article 13 herein. Provided that the BUYER or the BUYER’s representative declares to the master of the vessel or his agent the situation is one of the Force Majeure events pursuant to Article 13, the time from when Force Majeure is declared to when the Force Majeure event terminates shall not count as lay time. However, the time from when Force Majeure event(s) occur(s) to when Force Majeure is declared shall count as lay time.
Notwithstanding the provisions stipulated in above (a), (b), (c), (d), (e), and (f) after the SELLER’s vessel is on demurrage, all time lost shall continuously count as lay time, including the case when Force Majeure is declared after the vessel is on demurrage.
10.1 UNLOADING RATE 卸货率
a) The BUYER shall unload the coal OFF THE vessel at the following average rates per weather working day, Sundays and a public holiday or a local holiday included (WWDSHINC).
unloading rate: 12,000 metric tonnes per Weather Working Day, Sundays and Holidays included (WWDSHINC) except Major CHINESE Holidays ( days) basis vessel.
10.2 DEMURRAGE 滞期费
a) Lay time calculation will be made by buyer based on Statement of Facts (SOF) issued and duly signed by all parties including master of the vessel, vessel agent, etc.
b) Allowable lay time shall be calculated by dividing the actual loaded quantity by the unloading rate specified in Clause 10.5
c) Allowable lay time shall be expressed to the fifth decimal place, with the sixth decimal place being rounded up if five or greater and rounded down otherwise.
d) Demurrage money shall be paid by the BUYER to the SELLER for time lost after expiration of allowable lay time at the rates provided hereunder.
e) The rate of Demurrage per day shall be paid as per vessel nomination.
Bunkering costs to be adjusted as market rates dictate throughout the contract length and the variation shall not form any part of the payment as provided for in Article 12 hereof.
Such demurrage money shall be settled between the BUYER and the SELLER within twenty (20) days after the completion of unloading of the vessel subject to the
parties having reached agreement on the amount of such demurrage or dispatch money and shall not form any part of the payment as provided for in Article 12 hereof.
10.05 SHIPPING TOLERANCE 溢短装幅度
The master of the vessel shall be entitled to increase or decrease the quantity of the coal to be loaded onto a vessel within the range of +/- 10 % if agreed by the Seller (such range shall be in hereinafter called “Shipping Tolerance”). However, the quantity of the coal to be loaded onto a vessel shall mean the tonnage notified by the SELLER to the BUYER and confirmed in accordance with the provisions of Article 9.
10.3 Should the basic conditions at the DISCHARGE Point change, and should the provisions of this Article 10 become inconsistent with the customs and practices prevailing in the DISCHARGE Point, the unloading terms as set out herein shall be reviewed at the request of either the BUYER or the SELLER and any change to the unloading terms herein shall be mutually agreed.
10.6 DETENTION 滞留
In the event the vessel is prevented from or delayed in berthing or sailing at/from the discharging port as a result of BUYERS failure to complete all formalities and process necessary documentation, BUYER will be responsible for the costs associated with the detention of the vessel over and above demurrage.
ARTICLE 11 TITLE AND RISK 第11条 物权和风险
Title and risk of loss or damage to Coal shall pass from SELLER to BUYER as the coal passes over the ship’s rail at LOADING Point for CFR shipments.
ARTICLE 12 – PAYMENT 第12条 – 付款
TERM OF PAYMENT:付款条件
Payment for the Coal shipped shall be made by the L/C with condition of payment as follows; 装运煤炭的付款采用信用证，并遵守下列付款条件：
12.1 100% at Sight , Irrevocable, Transferable Revolving Documentary at sight Letter of Credit ( DLC)valid for 90 days.
Both Buyer and Seller shall adopt 100% irrevocable, operative, confirmed, Transferable, Documentary letter of credit ( DLC) at sight per shipment value and will be issued within 5 banking days after the contract is signed. Payment of 98% will be effected upon loading at Indonesia port and seller will present documents as per Appendix 1 clause 46A to buyer’s bank for payment. The balance of the 2% will effected after CIQ inspection at China port.
100％即期，不可撤销，可转让循环纪录片即期信用证（DLC）的有效期为90天。买方和卖方应通过100％不可撤销的， 经确认后，可转让的信用证（DLC） 并将在合同签订后5个银行工作日内发出 。 根据卖方在装货港和印尼需要提交的文件，按附录一第46A条向买方的付款银行请求98％的款项将生效。剩余的 2％，将在中国商检报告（CIQ）出来后请求支付。
12.2 The L/C payment shall be effected against presentation of following documents: 在出具下列单据后将对信用证付款：
a) SELLERS’s signed and stamped commercial invoice in 1 original and 3 copies showing details of calculation.
b) 2/3 original B/L endorsed to the order of issuing bank and notify Buyer marked “Freight payable as per charter party” or “freight prepaid” showing the weight in metric tons.
c) Certificate of Origin 产地证
d) Certificate of weight issued at discharge port by surveyor as appointed by buyer.
Certificate of quality analysis issued at discharge port by surveyor as appointed by buyer. 买方指定检验商在卸货港出具的质量分析证明。
f) All Bank charges outside the Issuing Bank are for beneficiary account.
12.4 SELLER’s Bank detail 卖方银行细节
12.5 BUYER’s Bank detail: 买方银行细节：
12.6 All bank charges incurred by beneficiary are for beneficiary’s account and all bank charges incurred by applicant are for applicant’s account.
ARTICLE 13 FORCE MAJEURE 第13条 不可抗力
13.1 DEFINITIONS 定义
The term “Force Majeure” as used herein shall mean any cause(s) beyond the reasonable control of the party involving this Article, which causes may include but are not limited to:
(a) Acts of God; lightning; storm; fire; flood; slide; earthquake;
(b) Acts of the public enemy; war; insurrection; sabotage; blockade; riot or disorder;
(c) Orders or acts of military or civil authority, including, without limitation, any regulation, direction, order made by any governmental authority or person acting therefore, which is complied with in good faith;
(d) Strike; lockout; and other industrial or labours disturbance;
(e) Explosion; breakdown or malfunction or damage from any cause whatsoever; or accident by force or otherwise to mine railroad, storage facilities, processing plants, terminal of port facilities or coal receiving/processing plant and facilities (provided, however, that such breakdown, malfunction or damage was not caused by, and did not arise as a result of, the intentional act or gross negligence of the party directly affected by thereby, including such party’s officers, employees, representatives and any other persons under its control); or unavailability of equipment or energy from others.
Provided, however, that the aforementioned cause shall constitute Force Majeure only if, and to the extent that, performance as contemplated in this Agreements is prevented or delayed.
13.2 NOTIFICATION 通知
In the event that either SELLER or BUYER is affected by an event of Force Majeure, the affected party shall forthwith give written notice to the other party stating the circumstances of the Force Majeure event and specifying the nature of the event together with an estimate in good faith of the degree to which and the period for which its performance will be affected thereby. The affected party shall, upon request by the other party, provide evidence as to the occurrence of the event and the period of duration thereof.
13.3 SUSPENSION OF OBLIGATION 义务的中止
If either BUYER or SELLER fails, or it delayed wholly or in part, in carrying out any of its obligations under this Agreement due to Force Majeure, except as otherwise expressly provided herein, the obligations of the entity giving such notice shall be suspended to the extent made necessary during the continuance of such Force Majeure or its effects; and the entity shall incur no liability by reason of its failure to perform the obligations so suspended, provided that the disabling effects of such Force Majeure shall be eliminated by the affected entity as soon as to the extent reasonably possible, further provided that settlement of labor disturbances shall be within the sole discretion of the affected party. Any deficiencies in the supply or purchase of Coal hereunder, excused by Force Majeure are to be made up only following mutual agreement.
ARTICLE 14 ARBITRATION 第14条 仲裁
In case of any dispute which may arise between BUYER and SELLER in connection with this Agreement or the interpretation, performance or non-performance hereof, and which cannot be settled by mutual accord between BUYER and SELLER, such dispute shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the said Rules. Arbitration proceedings, such arbitration shall be conducted in The Hong Kong International Economic And Trade Arbitration Commission, which should be conducted in accordance with commission’s arbitration rules in effect at the time of applying for arbitration. The language to be used in the arbitral proceedings shall be in English. The decision of the majority of the arbitrators shall be final and binding on the parties hereto, and may be entered in any court having jurisdiction of the plaintiff.
ARTICLE 15 LIABILITIES 第15条 责任
The liability of a party in respect of any claim brought by the other based on a failure of the first party to fulfil its obligations hereunder shall be limited in any event to liability for direct loss suffered by the party aggrieved and shall exclude lost profits.
ARTICLE 16 - MUTUAL COLLABORATION 第16条 – 共同合作
Both BUYER and SELLER recognize that circumstances may arise which could not have been foreseen at the time this Agreement was entered into. Both parties agree that they will use reasonable efforts to solve any problems due to any such unforeseeable circumstances in the spirit of mutual understanding and collaboration.
ARTCLE 17 - APPLICABLE LAW 第17条 适用法律
This Agreement and the rights, privileges, duties and obligations of the parties hereunder shall be construed in accordance with English law.
ARTICLE 18 TAX 第18条 税务
All import duties, levies, dues etc. on the imported material from the vessel if any at discharge port shall be to BUYER’s account. All taxes, duties, export tax, levies etc. on loading goods in the country of origin / loading (Indonesia) to be at SELLER’s account.
ARTICLE 19– AMENDMENTS 第19条 修改
Any amendment of this agreement shall be in the form of an addendum in writing to be signed by both parties and shall, thereafter form and become an integral part of this agreement.
ARTICLE 20- WRITTEN AND NOTICES 第20条- 文字书写及通知
This agreement is written both in Chinese and English. If any dispute, subjects to Chinese explanation. Any notice required or permitted by this agreement shall be written both in Chinese and English, and may be delivered personally or may be sent by telex, e-mail, facsimile, or prepaid registered mail addressed to the parties, as follows:
ARTICLE 21 CONFIDENTIALITY 第21条 保密
This Agreement is confidential and shall not be disclosed except to affiliates of the parties and appropriate governmental entities, unless otherwise agreed between the parties.
ARTICLE 22 ASSIGNMENT 第22条 转让
Except for assignment to an affiliated company, neither party may assign or transfer the Agreement or any rights or obligations there under without the prior written consent of the other party, which consent shall not be unreasonably withheld.
ARTICLE 23 WAIVERS AND REMEDIES 第23条 放弃和救济
The failure of either party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of any of the provisions of this Agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights and the same shall continue and remain in force and effect. All remedies afforded under this Agreement shall be taken and construed as cumulative and in addition to every other remedy provided for herein or by law.
ARTICLE 24 HEADINGS 第24条 标题
The headings to Articles are inserted for convenience only and shall not affect the construction of this Agreement.
ARTICLE 25 - NON CIRCUMVENTION 第25条 –不得绕过
A. This agreement is subject to this Clause - Non Circumvent. The Buyer, Buyer’s agents, representatives, facilitators, affiliates, etc. will not directly contact, contract, or buy coal directly or indirectly from the mines that SELLER uses or introduces to the Buyer unless the buyer can prove previous contact in regard to buying coal prior to the date of this contract.
B. The Buyer will not hire, contact, contract, employ or other wise use the services of any of Seller’s employees, agents or consultants either directly or indirectly.
C. This Clause - Non Circumvent will survive any termination of this Agreement and will be in force for a period of six years from the date of signing this Agreement.
D. The Seller will not circumvent the Buyer’s Representative mentioned in the preamble to this agreement and or affiliates.
ARTICLE 26 - ENTIRE AGREEMENT 第26条 – 整份协议
This Agreement includes all agreements, promises and understandings of the Parties hereto concerning the subject matter hereof, this contract is non-operative until the L/C is open and operational, if the L/C should fail to be opened within 10 days from the date of this contract then this gives the Seller and Buyer option to null and void this contract without any recourse from the Seller or Buyer whatsoever.
The Parties shall be bound only by the express provisions of this Agreement and documents to be executed in the future by duly authorized representatives of the Parties.
IN WITNESS WHEREOF, both parties have caused their duly authorized representatives to execute this Agreements validity of contract.
Seller (卖方) ： Buyer (买方) ：
Signature(s) (签署)： Signature(s) (签署)：
End User (最终用户) ：