Contract No: 合同号:
Contract No: 合同号:
Buyer’s Bank Details 买方银行信息:
Seller (卖方)Company Name:
Seller’s Bank Details 卖方银行信息:
We, the SELLER hereby agree to sell and BUYER hereby agrees to purchase the Iron ore material in accordance with the terms and conditions as hereinafter set forth.
CLAUSE 1:DEFINITIONS条款1: 名词定义
In this CONTRACT, the following terms shall, unless otherwise defined, have the following meanings:
1.US Dollars and US Cents:means respectively dollars and cents in lawful currency of the United States of America
2.Ton:means metric tons of 1000kgs as defined in the “international system of units”.
3.DMTU:Dry Metric Tons means a metric ton of ore on dry basis.
4.References to Ore on a “Natural Basis”:means Ore in its natural or wet state
5.References to Ore on a “Dry Basis”:means Ore dried at 105 degrees Centigrade
6.Parties:means Buyer and Seller both together双方:指买卖双方一起
7.Loading port:means any port(s) in Indonesia
8.L/C:means Irrevocable, letter of credit opened in United States Dollars
9.CIQ:means Entry-Exit Inspection and Quarantine of The People’s Republic of China
10.CNF:shall have the meaning ascribed thereto in INCOTERMS 2000 (as amended from time to time), except as modified by this contract
CNF:按INCOTERMS 2000定义的(时时修改), 除非本合同有修改
11.Article & Clauses :both the article and clause in this contract shall have the same meaning
CLAUSE 2 : COMMODITY条款2: 货物
A).Name of commodity : Iron Ore (Lump)货物名称 :铁矿石
B).Country of Origin : INDONESIA货物原产地 :印度尼西亚
C).Packing : 包装 In bulk :散装
D).Total Quantity : 30,000MT/ month×12 months. Total quantity is 360,000 MT (+/-10% at Seller’s option).
总数量:每月30000MT, 共12个月, 总发货量为360,000吨 (+/-10% 由卖方决定)
CLAUSE 3 : SHIPMENT条款3: 装运
A).Loading port : 装货港 :
B).Discharge port :. 卸货港 :
D).Partial Shipment 分批装货: Not Allowed 不允许
E).Transshipment : 转运 Not Allowed 不允许
F).TIME OF SHIPMENT装船时间
Within 35 days after receipt of the L/C : 卖方收到信用证后35天内
CLAUSE 4 : SPECIFICATIONS条款4：规格
A)Chemical Composition化学成分 Guaranteed 保证值
(On dry Basis 干燥状态) (Percentage by Weight重量百分比)
Fe铁 63% basis
SIO2 二氧化硅 3.5% max
Al2O3 三氧化二铝 3.5% max
P 磷 0.08% max
S 硫 0.08% max
TiO2 二氧化钛 0.5% max
As (Arsenic) 0.07% max
B)Moisture (Free Moisture Loss at 105 degrees C) 8.0% Max
Size 尺寸: Above 50mm 10% Max
Below 50mm 90% Min
CLAUSE 5 : BASE PRICE条款5：基本价格
A).Unit price: USDxxx.00 per dry metric ton (DMT), CNF Fangchenggang Port, China, basis on 63% Fe contained.
单价: 铁矿基本价格为干燥状态下USDxxx.00 /干吨, CNF中国防城港，以含铁量63%为基准。
B).Base Price Adjustment: The base price will be reconsidered and confirmed by both partiers within 7 days after receipt of the Original Set of B/L’s at the buyer’s bank for every subsequent shipment. The new base price will be effective, if the LC for that shipment is renewed / reissued within 5 (five) days after the addendum is signed between both parties.
合同的基础价格调整： 基础价格要双方重新商议和确认, 时间在收到前次的B/L后的7日内。 新的基价将用书面方式，双方签章确认。基础价格生效基于在双方签属附加条款后5日内修改或开出LC。
CLAUSE 6 : PRICE ADJUSTMENT条款6：价格调整
A).Fe content 铁
For each 1% Fe content above 63%, the base price shall be increased by US$ 2.00 per dry metric tons fraction prorate and for each 1% Fe content below 63%, the base price shall be decreased by US$ 2.00 per dry metric tons fraction prorate. Or buyer has the right to reject if the cargo Fe falls below 60% or negotiate a price acceptable by both buyer and seller.
B).For Alumina （Al2O3) 三氧化二铝
For excess Alumina “Al2O3” at the rate of US$ 0.05 per dry metric tons or fraction prorate for each 0.1 % in excess of 3.5%.
C).For Silica ( SiO2) 二氧化硅
For excess Silica “SiO2” at the rate of US$ 0.05 per dry metric tons or fraction prorate for each 0.1 % in excess of 3.5%.
D).Phosphorous (P) 磷
For excess Phosphorous “P” at the rate of US$ 0.05 per dry metric tons or fraction prorate for each 0.01 % in excess of 0.08 %.
E).Sulphur (S) 硫
For excess Sulphur “S” at the rate of US$ 0.05 per dry metric tons or fraction prorate for each 0.01 % in excess of 0.08%.
For excess TiO2, at the rate of US$ 0.05 per dry metric tons or fraction prorate for each 0.1 % in excess of 0.5%.
For excess As, at the rate of US$ 0.05 per dry metric tons or fraction prorate for each 0.01 % in excess of 0.07%. The cargo will be rejected if the As contain above 0.1%.
If free Moisture loss at 105 degrees centigrade as finally determined pursuant to the provisions of Clause 10 exceed the guaranteed maximum referred to in Clause 4. The excess moisture above 8% shall be deducted from Draft Survey.
I) For SIZE 体积
If the cargo above 50 mm exceeds the guaranteed maximum of 10%, a penalty at the rate of 1% per USD0.05 per DMT shall be applied to the quantity exceeding 10%.
CLAUSE 7: PERFORMANCE BOND AND L/C PAYMENT
A).Seller shall through a prime bank, issue 2% Performance Bond of the contract value for each shipment value to buyer, in favor of buyer upon receipt of signed final contract within five (5) banking days. The Performance Bond shall keep active, valid and irrevocable and shall be void and null upon Bill of lading date and others shipping document is presented to buyer bank. Once buyer’s bank receives the Performance Bond, within five (5) banking days, buyer shall open a 100% irrevocable, transferable, at sight Documentary letter of credit for an amount in US Dollar sufficient to cover 100% of each shipment value (30,000MT) through a prime bank that is acceptable to the seller with all terms in conformity with this contract to Seller.
B).Payment shall be at sight upon negotiations of documents under an L/C in the United States currency opened in favor of the Seller to cover 100% value of contract value plus / minus 10 percent. All banking charges outside CHINA shall be paid by the beneficiary. Also, all such banking charges within buyer’s opening bank under this contract all be to the Buyer’s account. TT Reimbursement allowed.
C).Text of L/C and PBG must be accepted by both parties.
D).LC Terms 信用证条款
L/C shall allow the following: 信用证中须允许下述条件
1. All documents applicable shall mention contract no.
2.Tolerance of +/- 10% for both quantity and amount.
3.Documents to be presented within 21 days from B/L date.
4.Third Party Documents acceptable, except draft and invoice.
5.Partial shipment not allowed, transhipment not allowed.
6.Charter’s B/L acceptable, which should be issued by master or owner of vessel, or shipping company or its authorized agency.
E).Provisional payment 预付款
Provisional payment is to be 98% of the CNF value. And such provisional payment shall be released against the presentation of the Seller’s documents as stipulated in Clause 8 and draft which is payable by L/C at sight. Shipment cargo value shall be calculated by the result of the draft survey weight and chemical analysis at loading port issue by Independent surveyor agreed by both Parties.
F).Final payment 最终结算付款
The balance 2% of the shipment value due to SELLER after provisional payment shall be paid by L/C against the presentation of the Seller’s final invoice and draft which is payable at sight. Seller’s final invoice and draft for final negotiation shall be based on the certificates of the Entry-Exit Inspection & Quarantine of the People’s Republic of China (CIQ) as stipulated below to reach Seller within 50 days after B/L date in China. If umpire analysis is required, payment adjustment arising for this will be made when the umpire’s certificate is available. In case analysis is not carried out at the discharging port by CIQ or the CIQ certificate does not reach Seller within 50 days after B/L date in China, the loading port results certificate of Weight and/or Quality issued by CCIC shall form the basis for final invoice.
剩余2%货款应在收到卖方开出的最终发票和汇单后立即由信用证方式支付。最终方票依据依据中国国家商检报告(CIQ)来开立，但CIQ报告必须于提单日后 50天内送达卖方，如果需要仲裁检验，则依据仲裁结果调整，如果提单日后50天内CIQ报告没有交予卖方，卖方则可依据CCIC 在装港所作的重量和成份证明开立最终发票
Clause 8. DOCUMENT条款8：文件
A). Provisional Payment 预付货款
1.Signed Provisional commercial invoice for 98% of CNF value in one(1) original and two(2) copies indicating value of goods shipped, name of carrying vessel, contract number, B/L number, number of letter of credit.
2.Three (3/3) full set of original “Clean on board” Bills of Lading made out to order and blank endorsed, marked “Freight Prepaid " and notifying the L/C applicant.
3.Certificate of Quality in one (1) original and two (2) copies issued by CCIC
4.Certificate of Weight and draft survey in one (1) original and two (2) copies issued by CCIC
5.Certificate of Origin in one (1) original and two (2) copies issued by Chamber of Commerce in INDONESIA .
6.Certified copy of fax advising shipment details advising the contract number, name of the vessel, name of the commodity, approximate invoice value, gross weight and B/L date. Relative fax report must be present for negotiation. 通知装船细节证明传真副本，包括合同号，船名，品名，发票值，毛重，提单日期。相关的传真报告须以议付为目的而提交
7.Photocopy of certificate of authorization issued by master of the carrying vessel indicating the name of vessel and the name and the capacity of master and also showing the shipping agent at loading port have obtained authorization from the master to sign and issue the original B/Ls. (In case B/L signed by the master or owner, such certificate is not required) 船东出具的授权证明影印件，列明船名，船东名和船的受载能力，还须列明装运港货代已经获得船东的授权签名，且能开了正本提单。（万一提单是由船东或所有者签名的，这种证书是不需要的）
7.Beneficiary's certified copy of fax shipment advice dispatched to the applicant within 3 working days after B/L date advising shipment details including contract no., L/C no., name of vessel, B/L weight, B/L date, name of commodity, approximate invoice value and eta discharging port. The copy of fax must indicate the date of fax. 提单日后的3个工作日内，受益人证明的传真副本要传真给申请人，包括合同号，信用证号，船名，提单重量，提单日期，品名，发票值和预计到达目的港的时间。传真副本须有传真日期
9.Draft survey report of vessel issued by the ship master or its agent in 1 original. 船东或其代理出具的吃水报告，1 正
10.Certificate issued by beneficiary indemnifying the applicant that the shipment confirmed to be delivered as per terms in the contract. The certificate must include the actual shipment date of the goods, named loading port , discharge port , estimated time departure (ETD) , estimated time arrival(eta) and vessel name. 受益人出具的证明，是保护申请人的，表明货物按照合同已经确认交付了。该证书须包括货物实际装运日期，指定的装运港，卸货港，预计离开装运港时间，预计到达目的港时间和船名
B). Final 5% Payment 最终5%结算付款
1. Signed final commercial invoice in one (1) original and two (2) copies, based on inspection certificate of weight and inspection certificate of quality issued by CIQ.
2.Inspection Certificate of weight in one (1) copy issued by CIQ. (To be accepted as presented, photocopy allowed) By fax or email allowed.
3.Inspection Certificate of Quality in one (1) copy issued by CIQ. (To be accepted as presented, photocopy allowed) By fax or email allowed.
4.In case CIQ certificate of weight and / or quality is not received by the seller within 50 days after B/L date in china, then the seller has the right to negotiate the final invoice based on load port Certificate of Quality and Certificate of Weight. In such a case a declaration by the seller of non-receipt of CIQ certificate and the photocopy of load port weight and quality results to accompany documents.
5.In case there should be any amount of overpayment due to the applicant after adjustments have been made as hereinabove provided, it shall be paid by the beneficiary to the applicant in the united states currency by telegraphic transfer or by any means to be mutually agreed upon between the beneficiary and the applicant five working days upon issuance of the beneficiary’s final debit statement.
CLAUSE 9: LOSS OF CARGO条款9：货物毁损
In the event of loss of cargo caused by damage at sea after loading on board the vessel and before completion of discharge at the port of discharge, BUYER shall make final payment to SELLER, for total loss of cargo on the basis of the analysis at the port of loading as set forth in Clause 10.(A), and quantity as manifested on the Bill of Lading, and for partial loss of cargo on the basis of the analysis carried out by BUYER on Fines discharged as set forth in Clause 10.(B), and quantity as manifested on the Bill of Lading.
CLAUSE 10: WEIGHING条款10：重量
A).At loading port, CCIC at Seller’s expense shall determine the weight of the shipment by draft survey. The weight of ORE ascertained and certified by CCIC, shall be the basis of Seller’s provisional invoice. Buyer may at Buyer’s expense have its representative present during the draft survey.
B).Buyer, shall at Buyer’s expense, apply to CIQ for weighing at the port of destination. The weight of shipment at the discharge port is to be ascertained by draft survey. Seller may at Seller’s expense have their representative present at the time of such determination. The weight thus determined by CIQ shall be final for balance 5% payment as to wet weight in relevant shipment.
C).The dry weight shall be determined by deducting the free moisture from each wet weight. If there is a difference of dry weight over 0.5% between the weight determined at the load port and the discharge port, the actual weight determined at the discharge port shall be adopted as the dry weight for final balance 5% payment.
If no draft survey is performed at the discharge port or the CIQ report is not received by Seller within 21 calendar days from the B/L date in china, Seller’s weight certificate at loading port will be regarded as final.
Clause 11: SAMPLING & ANALYSIS条款11. 取样及分析
A).At the loading port, Seller shall, at Seller’s expenses, appoint CCIC at loading port to determine the specifications of Fines contained in each shipment and shall provide a certificate showing details of the determination. The percentage of chemical contents and the percentage of free moisture loss at 105 degree centigrade. Buyer may at Buyer’s expense have their representative present at the time of sampling and analysis.
B).At the port of discharge, Buyer, shall at Buyer’s expense, nominate CIQ as Buyer’s assayer for sampling and analysis, CIQ shall take sample from each shipment and divide it into four equal parts and seal, one for Buyer, the second to be sent to Seller, the third to be retained by the Buyer for possible umpire analysis and the fourth to be reserved for any of the aforementioned purposes. Seller may at Seller’s expense have their representative present at the time of sampling and analysis.
C).CIQ shall analyses the sample so taken for chemical and physical composition and free moisture loss at 105 degrees centigrade at Buyer’s expense and issue a certificate of quality within 50 days from B/L date. Buyer shall forward this certificate issued by CIQ by fax/e-mail/courier within 80days from the B/L date in china to the Seller.
D).If the difference in percentage of Fe between loading port and discharging port is more than 0.5% or there exists a significant difference between two said analysis in respect any one or more chemical content, other than Fe, seller shall consult with Buyer to reconcile such differences. If after consultation between Seller and Buyer the difference cannot be reconciled then at the request of Seller, a sample for umpire shall be analyzed by an umpire agreed between Buyer and Seller and the certificate of analysis issued by such umpire shall be final for Fe or relevant chemical contents.
E).The weighing, sampling, chemical analysis, moisture determination and screen analysis performed at the discharge port by CIQ shall be for Buyer’s account. Expenses of umpire analysis shall be borne by the party whose initial analysis shows a greater difference from the umpire analysis. If the Umpire analysis is the exact mean of the analysis of Seller and the analysis of CIQ, then such expenses shall be equally borne by both parties.
CLAUSE 12: DELIVERY条款12：卸货港
Clause 13: UNLOADING CONDITONS条款13：卸货条件
A).Discharging terms: Customary Quick Dispatch (CQD).
B).DISCHARGE RATE: AT THE RATE OF 10,000 WMT PER WWDSHINC.
卸货率: 每个良好工作日包括周六日: 10,000 WMT .
C).Notice of Readiness may be tendered in writing at any time ATDNSHINC WIFPON, WICCON, WIPON, WIBON after the vessel has arrived at the Port of Discharge, or so near thereunto as she may be permitted to approach whether in Port of Discharge or not and is in every respect ready for discharging whether in berth or not.
在船舶到达目的港或者接近目的港后，按照(船舶)不管检疫与否，船舶)不管通关与否， (船舶)不管抵港与否 ，(船舶)不管靠泊与否的原则，准备就绪要以书面形式，因为确认该船是否允许接近目的港且能否在港口停泊
D).Although appointed by the buyer, stevedores shall conduct operations in accordance with the vessel’s Master’s requirements. In any event stevedore damage caused to the vessel at the Port of Discharge, whether by the stevedores’ default or negligence howsoever caused, such damage shall be settled directly between the owners and the stevedores and the buyer shall not be liable. In any event such damages are to be reported promptly on occurrence and confirmed in writing to the stevedores and or receivers prior to the vessels departure from the Port of Discharge.
Clause 14: Advice of Shipment条款14: 装船通知
The Seller shall, upon completion of loading, advice the Buyer immediately by cable or telex or fax of the contract number, name of the commodity, invoice value, gross weight, name of the vessel, and Bill of Lading, within 48 hours from the date of shipment.
CLAUSE 15: INSURANCE条款15：保险
To be covered by Buyer from the time Ore is loaded on board the vessel. For this purpose Seller shall advise buyer by e-mail or fax before the loading of the vessel starts and immediately after completion of the loading of the particulars as called for in Clause 11 of this contract.
CLAUSE 16: FORCE MAJEURE条款16：不可抗力
A).If at any time during the existence of this contract either Party is unable to perform whole or in part any obligation under this contract, due to the event of Force Majeure, such as war, hostility, military operation of any character, civil commotion’s, quarantine restriction, acts of Government, fire, floods, explosions, epidemics, strikes, earthquakes, embargoes, then the date of fulfillment of any obligation shall be postponed during the time when such circumstances are operative.
B).If operation of such circumstances exceeds three months, either Party will have the right to refuse further performance of the contract in which case neither Party shall have the right to claim eventual damages. The Party which is unable to fulfill its obligations under the present contract must be within 15 days of occurrence of any of the causes mentioned in this Clause shall inform the other Party of the existence of the circumstances preventing the performance of the contract. Certificate issued by a Chamber of Commerce or any other competent authority connected with the cause in the country of the Seller or the buyer shall be sufficient proof of the existence of the above circumstances and their duration. Non-availability of material and/or delay in transportation shall not constitute Force Majeure for the Sellers for not performing their obligations under this contract.
CLAUSE 17: ARBITRATION条款17：仲裁
All disputes or differences whatsoever arising between the parties out of or relating to the construction, meaning and operation or effect of this contract or the breach thereof the case shall be submitted to Hong Kong International Arbitration Center (HKIA) in Hong Kong for arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this clause. The appointing authority shall be HKIA and the place of arbitration shall be in Hong Kong. Any such arbitration shall be administered by HKIA in accordance with HKIA Procedures for Arbitration in force at the date of this contract including such additions to the UNCITRAL Arbitration Rules as are therein contained. The arbitral award is final.
CLAUSE 18: TITLE AND RISK条款18：货权和风险
A).The Title with respect to each shipment shall pass from Seller to the Buyer when Seller receives reimbursement of the proceeds from the payment bank through the negotiating bank against the relative shipping documents as set forth in Clause 7 after completion of loading on board the vessel at loading port, with effect retrospective to the time of delivery of Ore.
B).All Risk of loss, damage or destruction respecting the ore delivered shall pass to Buyer’s at the time of discharge of the Ore from the loading devices into the vessel.
CLAUSE 19: AMENDMENT OF THE CONTRACT条款19：合同修改
Any amendment or modification to this contract shall be made in writing and subject to confirmation by the contracting parties.
CLAUSE 20: INCOTERMS AND GOVERNING LAWS
Trade terms of this contract are subject to ICC Incoterms 2000.
此合同贸易条件依据 ICC Incoterms 2000
CLAUSE 21: CORRESPONDENCE条款21: 联系
All the documents between the buyer and the seller will be made in English or Chinese.
CLAUSE 22: MUTUAL COLLABORATION条款22: 相互合作
Both Buyer and Seller recognize that circumstances may arise that could not have been foreseen at the time this Agreement was entered into. Both parties agree that they will use their best endeavors to achieve a mutually acceptable solution to any problem that may arise due to any unforeseen circumstances in the spirit of mutual understanding and collaboration.
CLAUSE 23: WAIVER条款23: 弃权
No waiver of any breach of this Agreement shall be effective unless made in writing, nor shall any such waiver be deemed a waiver of any other subsequent breach hereof.
CLAUSE 24: NON- PERFORMANCE条款24: 未能履约
If Seller / Buyer is unable for any reason whatsoever, other than Force Majeure, to perform any or all the clauses stipulated in the contract, the related party should take the responsibilities and make up for the economic losses for breaking the Contract,. At the same time, the other party may claim the defaulting party for breach of obligations up to 2% of the contract value.
CLAUSE 25: NOTICES条款25: 通知
A).All communications referred to in this contract shall be in writing and will be sent by registered airmail and/or by e-mail, cable, fax, on the address given.
B).The contract shall be made in English and Chinese languages. In the event of discrepancies between the English version and Chinese document, the English version shall prevail and take precedent.
In witness whereof this contact is made in duplicate on November 29, 2010 and the duly authorized representatives of the seller and the buyer having signed and sealed on this day and retained one copy each. The scanned and emailed copy of this contract is valid. The original copies will be signed by both parties, and sent to each party by courier.