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今天安徽译博翻译的小编为大家带来一篇非常不错的中英合同类型稿件，希望对大家有所帮助!安徽译博翻译一直致力于成为合肥优质，高效的翻译公司！
Contract Number合同号:
Contract Number合同号:
Contract Date合同日期:
ENTERED INTO BY AND BETWEEN: 当事方为：
COMPANY NAME: 卖方名称 (Hereinafter sometimes called the “SELLER”) and
ADDRESS: 地址
FAX NUMBER: 传真
Representative: 代表人
COMPANY NAME: 买方名称 (Hereinafter called the “BUYER”)
ADDRESS: 地址
FAX NUMBER: 传真
Representative: 代表人
Who shall be collectively known herein as “the Parties” 以下简称“各方”
NOW THEREFORE THESE PRESENTS WITNESSETH:
WHEREAS the parties mutually agree to accept and refer to the General Terms and Definitions as set out by INCOTERMS Edition 2000 with the latest amendments, and that the parties understand and accept such terminology and definitions as set forth below:
买卖双方均同意接受INCOTERM 2000最新版本的相关定义和通用条款
NOW THEREFORE, in consideration of the mutual covenants and conditions set forth it is agreed as follows:
鉴于各方的相互承诺，达成如下协议：
DEFINITIONS定义
Commodity: Referred to as being Thermal Coal elsewhere in the Agreement also referred to as "Product" hereunder.
货物：电煤，下称：货物
Port of Loading: 装运港：
Destination: 目的港：
Day: Means a Calendar day, unless differently specified. 日：公历日
Month: Means a Gregorian calendar month. 月：阳历月
Calendar quarter: Period of three (3) consecutive months - 1st January, 1st April, 1st July or 1st October.
季：3个连续月，分别开始于1月1日，4月1日，7月1日和10月1日
Dollars (USD)美元: Means respectively Dollars and Cents in the freely transferable lawful Currency of the United States of America.
DMT: Means dry metric ton. DMT:干公吨
L/C: Means Irrevocable documentary letter of credit open in United States dollars.
信用证：不可撤销，美元信用证
Bill of Lading: The official document, issued at the load port after completion of loading operations, stating, among other things, the ship's loaded quantity, expressed in Metric Tons per the definitions herein. This document has to be signed in original by the ship's Master and made out in accordance with the instructions specified herein.
提单：船东签发，原件，注明装载重量等
CIQ: Means Entry-Exit Inspection and Quarantine of The People’s Republic of China.
CIQ：中国出入境检验检疫局
WHEREAS: the seller agrees hereby to sell and the buyer agrees hereby to purchase the Commodity mentioned hereinabove and THE PARTIES mutually desire to execute this Agreement which shall be binding upon the parties, their successors and assigns, in accordance with the jurisdictional laws of the People’s Republic of China, that they have negotiated and fully executed this Agreement and agreed to with all terms and provisions hereunder.
鉴于：买卖双方达成此协议，按照中华人民共和国法律，双方均受此合同约束。
Clause 1. Commodity:第一条 商品
Name of Commodity: Thermal Coal 商品名：电煤（动力煤）
Origin: Colombia 原产地：美国
Port of Loading: Bolivar Colombia 装运港：
Port of Destination: 目的港：青岛港
Clause 2. Delivery and Quantity: 第二条 发运和数量
Delivery: First shipment within 30 days after buyer’s letter of credit accepted by the seller, partial shipment and transshipment not allowed.
发运：卖方接收到买方信用证后30天内发货，不允许分批和转船
Quantity: 120,000 MT (+/-10%) per shipment at seller’s option. 100,000MT per month
数量：按照买方选择权，每批1200万公吨（+/-10%）。每月100万吨。
Clause 3. Specifications:技术指标
3.1 The certificate of quality and quantity of goods shall be issued by the independent international survey company SGS at the loading port at the Seller's expense.
数量质量证明由独立的国际检测机构SGS在装运港出具，费用由卖方承担
3.2 The quality of Commodity to be supplier herein shall be as follows:
Item Unit单位 Limit of Range范围
Seller’s Guaranteed Quality卖方保证
Total Moisture(As received basis) 总水分%WTMax 13(*1)13-18
Volatile Matter(Air dried Basis) 挥发物（空气干燥基）%WT33~35 35
Fixed Carbon(Air dried basis) 固定碳（空气干燥基%WTMax 60 49
Ash(Air dried basis) 灰分（空气干燥基）%WTMax 10 9
Total Sulphur(As received basis) 含硫量（收到基）%WTMax 1.00 1.00
Grindability (HGI) 易磨性Min 45 48
Hydrogen (Hd)(Dry basis) 氢含量（干燥基）%WT-4.6
Net Calorific basis (As received basis)
净热量基础（收到基）Kcal/kg Min 6000 7500
Nitrogen(Dry ash free basis)氮含量（无灰计算）%WTMax 1.5 1.5
Ash Fusion Temperature IDT(Reducing Atmosphere) 灰熔温度℃Min1200
Ash Analysis 灰分分析
Fe2O3 氧化铁%WTMax16 9.0
Si02 二氧化硅%WTMax 62 62
Al203 氧化铝 %WTMax 20 20
Size Distribution粒度分布
Above 50mm超过50毫米%Max 5 5
Under 2mm低于2毫米%Max 40 30
Reject 拒收不合格货物
Net Calorific basis(As received basis) : Reject < 6000 Kcal/kg
净热值低于6000千卡/千克为不合格货物
Clause 4. Base Price: 基础价
The Base Price of Coal supplied under this contract shall be CIF US$109.00 per metric ton based on 7500 kcal/kg net calorific value on an as received basis at the port of destination.
本合同基础价为每公吨CIF109美元，7500千卡/千克
Clause 5. Price Adjustment:价格调整
5.1 general terms
The price of Clause 4 shall be adjusted by increase and/or decrease pursuant to Section 5.2, 5.3, 5.4 so that the price per metric ton payable by the Buyer to the seller for each shipment shall be determined.
第4条提到的价格将根据每批次购买数量的增减而调整。
5.2 Net Calorific value (as received basis)净热值（接受基）
In the event the certified Net Calorific Value of Coal is less than 7500 kcal/kg, the price per metric ton shall be reduced by 1.5 USD per metric ton for each 100 kcal/kg below 6000 kcal/kg, fractions pro-rata:
In the event the certified Net Calorific Value of Coal is more than 7500 kcal/kg, the price per metric ton shall be increased by 1.0USD per metric ton for each 100 kcal/kg above 7500 kcal/kg, fractions pro-rata:
Buyer has the right to reject the cargo if the net calorific value (as received basis) is less than 6000Kcal/kg.
如净热量低于7500千卡/千克，则每低出100千卡/千克，价格下降1.5美元/公吨；
如净热值高于7500千卡/千克，则每高出100千卡/千克，价格上涨1.0美元/公吨；
买方有权拒收净热值低于6000千卡/千克的货物。
5.3 Sulphur (as received basis) 含硫量（接受基）
In the event the certified total Sulphur content of Coal exceeds Guaranteed Specification for Sulphur, then buyer has the right to reject the cargo or negotiate a price acceptable both to seller and buyer.
如含硫量超出规定值，买方可拒收货物或与卖方重新商定双方可以接受的价格。
5.4 Ash (air dried basis) 灰分
In the event the certified total ash content exceeds Guaranteed Specification for Ash, then buyer has the right to reject the cargo or negotiate a price acceptable both to seller and buyer.
如灰分超出规定值，买方可拒收货物或与卖方重新商定双方可以接受的价格。
5.5 Total Moisture 总水分
In the event that the Moisture content as indicated in the Certificate of Analysis exceeds 13.00%, the weight of the cargo for invoicing purpopses shall be adjusted by 1.0% for each 1.0% (or pro-rate to one decimal place) of Moisture in excess of 12.00%.
如水分多出13.00%，每多出1.0%水分，则发票上货物重量应调整1.0%。
Clause 6. Performance Bond and Payment:履约保函和付款方式
6.1 Performance Bond: 履约保函
For first shipment Seller shall within 5 working days after contract signing issue a non-operative Performance Bond from First class bank for an amount of 2% of first shipment contract value, in favor of Buyer. Prior to that, the issuing bank and the format of performance bond shall be accepted and confirmed by Buyer.
Performance Bond will become an operative Performance Bond upon establishing the L/C to Seller through Buyer’s Bank.
卖方在合同签订后5个工作日内办理由一流银行开具的以买方为受益人的，合同金额2%的履约保函，在此之前，开局履约保函的银行及履约保函格式将由买方确认接受。
买方银行开立L/C后履约保函生效。
6.2 Letter of Credit: 信用证
After Buyer receives the Seller’s non-operative Performance Bond, Buyer shall, within 5 working days, open an irrevocable, non-transferable, Documentary Letter of Credit (L/C) in favor of Seller through any First Class Bank in China, for an amount in US Dollar sufficient to cover 100% of shipment value calculated by the quantity of the commodity issued by SGS at the port of loading multiples Base Price stipulated in Clause 4;
买方收到卖方履约保函5个工作日内，由中国国内银行开立以卖方为受益人不可撤销、不可转让的跟单信用证，金额为合同货值的100%
Once the language is agreed upon of the L/C by the seller, the performance bond will become active. L/C is to be payable at sight against presentation of the documents mentioned in Clause 7, all banking fees outside China is borne by the Seller. All banking fees inside issuing bank are for the account of the beneficiary.
卖方接受L/C后，履约保函生效。
6.3. Provisional Payment货款
The first payment of 90% CIF shipment value will be made against the presentation of the Ocean Bill of Lading and quality and quantity certificate issued by SGS at the port of loading and other documents specified in Clause 7 at the counter of the Seller’s bank.
凭提交的海运提单、SGS在装运港签发的数量质量证明首付款及第7条规定的其他文件之后，装运货值90%金额的货款将支付给卖方。
6.4. Final Payment尾款
The final payment will be made based on the certificate of quality and quantity of delivered commodity issued by CIQ at discharging port , with Clause 5 Price Adjustment taken into consideration when calculate the total value of the commodity.
Once the total value of the commodity is calculated, the balance between provisional payment and the total value of the commodity will be decided.
中国质检局在到货港签发数量质量证明，根据该数量质量证明计算货值，首付款和总货值的差额为尾款。
The balance payment due to the seller after provisional payment shall be effected under the same L/C against Seller’s final invoice in three original and three copies delivered through the Bank. The invoice is to be issued based on CIQ certificates at the port of destination as provided in clause 7 and clause 8 issued within 30 days from the date of Bill of Lading.
将支付给卖方的差额部分需开立类似的信用证，卖方需通过通知行提交最终发票（3正3副），发票上的信息需基于国家质检局出具的证明，该证明要在提单日期后30天内。
If the Certificate issued by CIQ at the port of destination cannot be forwarded to Seller by fax or email within 30 days after the date of Bill of Lading, then the certificate at the port of loading shall be the basis of the final invoice. If umpire analysis is required, Seller's final invoice shall be based on SGS certificate and/or umpire analysis certificate and the final payment shall be made when the umpire's certificate is available. The Seller, at its option, can nominate an umpire to be agreed by the Buyer, prior to SGS inspection.
如提单日期后30天内，卖方未收到国家质检局签发证明的传真、邮件，发票的信息则基于装运港的证明。如需仲裁，卖方最终发票需基于SGS证明和/或仲裁机构证明，尾款也将在仲裁机构出具证明后支付。卖方可以指定经卖方同意的仲裁机构，该检测效力高于SGS检测。
In the event that Seller's final invoice amount is not in excess of the provisional payment amount in Clause 6.3, Buyer shall send a debit note to Seller in respect of any overpayment together with fax copy of CIQ certificate and/or umpire analysis certificate and Buyer's fax confirming Seller's final invoice calculations based on the above-mentioned certificate. In this case Seller shall make the final payment within seven (7) days after Buyer’s confirming but within the validity of the L/C.
如最终发票金额不超过首付款金额，买方需向卖方提交借记通知单及质检局证明复印件和/或仲裁机构证明、买方确认卖方最终发票基于以上证明文件的计价传真件。这种情况，卖方需在信用证有效期内，收到买方确认7天内支付尾款。
Clause 7. Documents: 单据
7.1. Documents For Provisional Payment货款支付要求的单据
Seller shall, after the delivery of shipment to Buyer, present the following documents in respect of the shipment to bank for negotiation within 21 days after B/L date:
发运后，提单日期21天内，卖方需提交：
(i) Seller's signed provisional commercial invoice in three originals and three copies indicating contract number, L/C Number, name of carrying vessel, CFR value of shipment and B/L date & No.
商业发票3正3副，注明合同号、信用证号，船东名称，CIF金额，提单日期提单号。
(ii) 3/3 Full set of "Clean on board" original ocean Bill of lading issued by the owner or master of the vessel, made out to order, blank endorsed, marked "Freight Prepaid" notifying Co., Ltd.”
3正3副全套清洁海运提单，由船东或船长签发，空白抬头，空白背书，注明“运费预付”，通知收货公司.
(iii) Certificate of Weight in one original and three copies issued by SGS at port of loading.
1正3副SGS在装运港签发的重量证明
(iv) Certificate of Quality in one original and three copies issued by SGS at port of loading.
1正3副SGS在装运港签发的质量证明
(v) Certificate of Origin in one original and three copies issued or endorsed by any Chamber of Commerce and Industry in Ameraica.
美国任何一家工商会出具的1正3副原产地证明
(vi) Seller’s notarized copy of fax sent to Buyer within 5 (Five) working days after shipment date advising shipment details including the contract number, name of vessel, name of commodity approximate invoice value, gross weight, loading and sailing date, and Bill of Lading No. and date.
发货日后5个工作日之内，卖方向买方发出的发货通知传真件，注明合同号、船名、大致货物发票金额，毛重，装运及开船日期，以及提单号、提单日期
(vii) Beneficiary’s Letter, notarized by a notary public, stating that they sent to Buyer by fax one set of documents including B/L, provisional invoice, certificate of quality, certificate of weight, and certificate of origin within 5 (five) working days after B/L date.
由公证机构公证的受益函，注明买方通过传真收到一套文件，包括提单、首付款发票、数量质量证明，提单日期后5日内的1正5副原产地证明
7.2. Documents for Final Payment尾款支付文件
(i) Seller's signed final commercial invoice in three originals and three copies.
3正3副经签署的发票
(ii) Certificate of Weight and Certificate of Quality in one copy each issued by CIQ as provided in Clause 8 and Clause 9, photocopy/fax copy acceptable.
质检局重量质量证明
(iii) Certificate of Weight and certificate of Quality issued by SGS at the loading ports in one copy.
装运港SGS重量质量证明
each can be submitted as substitute if above mentioned documents (ii) are not received by the seller within 90 days after date of Bill of Lading, photocopy/fax copy acceptable.
上述单据可用复印、传真，超过提单90天则不予接受。
If the total value of commodity is less than the Provisional Payment, the Seller must pay to the Buyer the amount by which the Provisional Payment is greater than the Final Price promptly and, in any event, no later than five working Days of the buyer’s notice by call or FAX.
如货物金额少于首付款金额，卖方须退还（支付）差额部分，不晚于收到买方通知5日内
Clause 8. WEIGHING:重量
At the loading port, Seller shall, at Seller's expenses, appoint SGS to determine the weight of Commodity by draft survey. The weight of Commodity ascertained and certified by SGS shall be the basis of Seller's provisional invoice. Buyer may, at Buyer's expenses, have its representative present during the draft survey at the loading port.
在装货港，卖方承担费用，指定CGS通过吃水检验确定货物重量。货物重量基于卖方临时发票的基础，由SGS通过吃水检验确定和认证。买方可指派代表，费用由买方承担，在装货港参加吃水检验。
Buyer shall, at Buyer's expense, appoint CIQ for weighing at the port of destination. The weight of shipment at the port of destination is to be ascertained by draft survey. The weight thus determined by CIQ shall be final as to wet quantity of the shipment. Seller may, at Seller's expenses, have its representative present at the time of draft survey and weight determination at the port of destination.
买方承担费用下可指定中国检验检疫局在目的港测重。在装运在目的港的重量是由吃水检验核实。卖方承担费用下可派代表参加。
If the differences of weight outturn are over 0.5% of the lower one, the Buyer and the Seller shall consult to reconcile the differences. If after consultation between Seller and Buyer the difference cannot be reconciled, then at the request of Seller the sample for umpire shall be analyzed by an Umpire agreed between Buyer and Seller, and the certificate of Weight issued by such umpire shall be final for weight and moisture content.
If no draft survey is performed at the discharging port, the certificate of weight at the loading port shall be regarded as final of wet weight.
如果重量差异超过偏低者的0.5%，买方和卖方应通过协商调和的分歧。如果不能协调，由卖方要求，双方同意进行样本仲裁。得出的仲裁重量作为最终结论。
如无卸货港吃水检查，则装货港证上重量应视为最后的湿重。
Clause 9. SAMPLING AND ANALYSIS:取样及分析
At the loading port, Seller shall, at Seller's expenses, appoint SGS to determine the specification of Commodity contained in the shipment and shall provide a certificate showing details of the determination as to the specifications of Commodity. Buyer may, at Buyer's expenses, have its representatives be present at the time of such determination, or appoint an independent inspection agency to carry out loading inspection against the contracted cargo. Under such circumstances, Seller shall render full assistance to facilitate the inspection.
在装货港，卖方承担费用指定SGS验证说明书所载货物，并提供包涵货物规格等细节的证明。买方承担费用可指定代表参加验证，或指定独立的检验机构经行货物验证。卖方应提供全面协助检查。
At the port of destination, Buyer shall, at Buyer's expense, appoint CIQ for sampling and analysis. CIQ shall take sample from the shipment and divide it into three parts; one for Buyer, the second for Seller and the third for possible umpire analysis which shall be sealed and kept by CIQ. Seller may, at Seller's expenses, have its own inspection agency or representatives present at the time of sampling and analysis at the port of destination.
在目的港，买方承担费用，指定检验检疫局取样和分析。商检局应于货物样品分成三份：买方、卖方和可能的仲裁各一份，并密封。卖方承担费用可自行指派检验机构或代表出席。
Buyer shall forward to Seller by fax, within 30 days after date of bill of lading, a certificate issued by CIQ regarding the above mentioned specification of Coal in Clause 3. The analysis conducted by CIQ at the port of destination shall be final except as otherwise provided for in paragraph below.
买方应在提单日期后30天内传真给卖方由出入境检验检疫出具的关于煤炭的第3条规范证书。
If the difference in Net Calorific Value between Buyer’s and Seller ‘s analysis is more than 0.5% of the lower one, or if there exists a significant difference between the two said analysis in respect of any one or more items other than Net Calorific Value, 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 the sample for umpire shall be analyzed by an Umpire agreed between Buyer and Seller, and the certificate of Quality issued by such umpire shall be final for Net Calorific Value or relevant items.
如净热值差异超过0.5%，或其他数值和两方提交数据有显著差异，卖方应和买方协商协调差异。如不能协调，则卖方要求裁判样本，仲裁决定为最终结果。
The cost of the umpire analysis shall be for the account of the party whose own analysis differs farther from the umpire analysis, and if the result of such umpire analysis is the mean of the analysis of Buyer and Seller then such cost shall be equally borne by both parties.
仲裁费用由数据差别较大方承担。如相同则共同承担。
If no determination of analysis is exercised at the port of destination, the certificate(s) at the loading port issued by SGS shall be conclusive as to analysis of Commodity.
如在目的港无分析，则SGS在装货港提供的分析为最终结果。
Clause 10. Discharging Terms and Conditions: 卸货条款
C.Q.D. (Customary Quick Dispatch) 按惯例进行快速装卸
Clause 11. Advice of Shipment and Notification of Arrival:起运和到达通知
Seller shall, before fixing the performing vessel, advise vessel information to Buyer and obtain Buyer’s written acceptance. Buyer shall reply to Seller on acceptability of the ship within two working days after Seller’s nomination. If no written acceptance is received by the Seller within 2 working days, it is deemed that the Buyer has accepted the vessel.
卖方应在选择货方式前通知卖方，如在两个工作日内未得到买方笔头接受，则被认为默认接受。
Seller shall, upon completion of loading at the loading port, advise Buyer within 5 (Five) working days after the date of B/L by fax/telex/cable of the contract number, name of vessel, name of commodity, B/L date, B/L number and B/L weight at the loading port.
装货后五个工作日内卖方应通知买方装箱单详情。
The Seller shall arrange for the master of the vessel to notify Buyer/ discharge port agent three notices of the ETA of the vessel at the discharging port. The first of such notice will be given 10 (ten) days prior to the ETA of the vessel, the second to be given 48 (forty eighty) hours prior to the ETA and the third to be given 24 (twenty four) hours prior to the ETA.
卖方应通过船长三次通知买方货物到达时间：货物到达前十天、48小时和24小时。
Clause 12. Insurance:保险
To be covered by the Buyer. Seller shall give buyer the pre-shipment advices before loading in order to cover insurance in advance. Seller shall, with no delay, notify the buyer after the completion of loading of commodity by fax/email/phone.
卖方应在装船前告知买方以便办理保险，并在装船后立即通知买方。
Clause 13. Force Majeure:不可抗力
13.1 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, because of war, hostility, military operation of any character, civil commotions, sabotage, quarantine restriction, acts of Government, explosions, strikes, embargoes, epidemics, fire, floods, earthquake, hurricane, storm or tsunami, then the date of fulfillment of any obligation shall be postponed during the time when such circumstances are operative.
13.1如果在任何在本合同的存在时间任何一方由于战争，任何性质的军事行动，骚乱，破坏，检疫限制，政府行为，爆炸，罢工，禁运，流行病，火灾，水灾，地震，飓风，风暴，海啸等不能履行本合同全部或部分义务，则义务履行日期可延后。
13.2 Force majeure is interpreted pursuant to the provisions of ICC 500.
13.2不可抗力解释根据国际商会的500条款。
13.3 The force majeure event does not exonerate the buyer from paying for the goods already delivered
13.3不可抗力事件不包括支付的货物已交付买方
13.4 No reduction or susn in the deliveries or receipt of the Product due to any of the reasons set forth above, shall extend the term of The Agreement or terminate said Agreement. However, either Party to The Agreement may terminate the Agreement by written notice to the other if any the aforementioned circumstance(s) persist for more than 30 (Thirty) days, without prejudice to any sums owing by either Party to the other Party.
13.4任何一方不可因上述原因所导致的供货量的减少或暂停而延期或终止协议。除非上述情况持续发生超过三十天，一方以正式书面通知另一方终止合同。
13.5 A certificate issued in original by a competent recognized authority shall be deemed as sufficient proof for the claim of Force Majeure and for its duration.
13.5具有资质的机构出具的不可抗力因素发生和其时间的证明可被视为正式文件。
Clause 14. Title and Risk:权利与风险
The title with respect to each shipment shall pass from Seller to Buyer when Seller receives payment of the proceeds from the opening bank through negotiating bank against the relative shipping documents.
All risk of loss, damage or destruction respecting the Commodity delivered shall pass to buyer individually and separately at the time of the loading of Commodity into the vessel.
买方在支付货款后享有货物所有权。
买方在货物装船后承担损失和遗失。
Clause 15. Loss of cargo:货物损失
In the event of partial loss of Cargo, the bill of lading weight and the analysis carried out at discharging port shall be treated as final and shall form the basis of final invoice and payment.
In the event of total loss of Cargo, the bill of lading weight and the analysis carried out at loading port shall be treated as final and shall form the basis of final invoice and payment.
货物部分丢失，以卸货港提单作为最终发票和付款依据。
货物全部丢失，以装货港提单最为最终发票和付款依据。
Clause 16. Arbitration: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 China International Arbitration Center (CIAC) in Beijing 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 CIAC and the place of arbitration shall be inBeijing. Any such arbitration shall be administered by CIAC in accordance with CIAC 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.
所有争端和分歧应当提交在北京的中国国际仲裁中心，依照仲裁联合国国际贸易法委员会仲裁生效。仲裁裁决是最终裁决。
Clause 17. Export and other Levies:出口及其他税
Fee levied on export of Commodity in the country of origin shall be for the account of Seller, whereas all levies on the import of Commodity in the country of destination shall be to the Buyer’s account.
货物在原产国出口费用应由卖方承担，而货物在目的地的进口费用由买方承担。
Clause 18. Validation: 合同生效
The contract shall become valid as and when signed by duly authorized representatives of both the Sellers and the Buyers.
合同在双方认可的授权代表签字时生效。
Clause 19. Amendment to the Contract: 合同修改
Any change or modification in the terms and conditions of this contract shall become effective only when confirmed by both the Sellers and the Buyers in writing.
买卖双方书面认可的情况下合同修改才能生效。
Clause 20 - Confidentiality Non-Circumvent / Non-Disclosure 保密约定
The undersigned Parties do hereby accept and agree to the provisions of the International Chamber of Commerce for Non-Circumvention and Non-Disclosure with regards to all and anyone of the Parties in this transaction.
各方遵守国际商会的保密条款，不披露有关本合同的事宜。
To include but not limited to the Buyer, Seller, their agents, mandates, nominees, assignees, and all intermediaries party to this agreement/contract.
包括但不限于买方，卖方，其代理，代表，受让人，中介机构和所有参加本协议/合同的各方遵守该条约。
This agreement shall be kept in the strictest confidence between them for at least Five (5) years from the date hereof.
各方在合约签订后遵守条约最少五年。
Neither party is entitled to transfer their rights and/or obligations under this contract to a third party with exceptions of Financial Agent of the Seller/Buyer, as it is provided in appendix No3 of the present contract, and except where the third party is an entity whose majority ownership is the same as the original ownership contract partner. In any case the transferring party will notify the other party in writing (Including Telex).
任何一方都无权转让合同的权利义务给第三方。
After signing the present contract all previous negotiations and correspondence between the Parties in this connection will be considered null and void. If the Seller ceases the Contract for any reason or fails to comply with the conditions thereof, Performance Bond shall enter into force.
在签署本合同后，之前的谈判和来往信件均被视为无效。如果卖家以任何理由停止合同或不符合其条件，履约保函生效。
Clause 21 – ASSIGNMENT 合同转让
21.1 The Seller or the Buyer may assign this Contract and its total or partial performance hereunder to any Company provided the assigned entity is capable of assuming the obligations of this Agreement and is approved by the other party in writing..
经对方同意，一方可将合同的义务部分或全部责任给有能力履行的公司执行。
21.2 Under the terms of such an assignment, formal written notice of the assignment shall be delivered to the other party by overnight courier for acceptance.
转让通知须以专递邮件提交对方。
Clause 22 - TERMINATION. 合同终止
22.1 This agreement may be terminated on the following grounds, without compensation of any kind for the parties: 合同在以下条件下终止
22.1.1 By mutual agreement between the parties. 双方同意
22.1.2 Bankruptcy Company termination of either party.任何一方破产
22.1.3 Depletion of mines origin of the material supplied. 供货方煤矿资源耗尽
22.1.4 Force majeure. 不可抗力
22.1.5 Substantial changes in the market price of the product 产品市场价格重大变动
CLAUSE 23 - CLAIMS 索赔
23.1 Any claim(s) that either Party has to be submitted to the other Party within a period of 1 month from the date of the occurrence causing the claim. If within 45 calendar days from date of discharge of vessel at the discharge port, the Buyer fails to inform the Seller confirming the non- compliance, the Commodity will be deemed to have been accepted by the buyer and no claim will be accepted by the Seller.
23.1任何要在一个月内提出的索赔，如买方在货物到达卸货港45天内没有通知卖方，商品将被视为已被接受，买方无权提出索赔。
23.2 In the event that the quality of any one of the delivered batches fails to comply with the contracted specifications, then the Buyer shall have the option to either refuse delivery without incurring any liability whatsoever or make a counter offer for the said batch at a lower price to be negotiated prior to the commencement of the discharge operations
23.2如有不符合质量要求的货物，买方有权选择不承担任何责任拒绝接受货物或以低于谈判价格购买。
Clause 24 – INDEMNITY FOR THIRD PARTY PERSONNEL AND PROPERTY
第三方人员和财产赔偿
24.1 The Seller undertakes to indemnify Buyer and hold, its headquarters, subsidiaries, affiliates and subcontractors, and their officers, directors, managers, employees and agents, free from all liability for claims, losses, damages or claims for personal injury, illness, death, damage to or loss of property caused by the Seller, its employees and subcontractors, except with malice or gross negligence of the Buyer or their subcontractors or dependents.
卖方免于买方、其总部，子公司，附属公司和分包商，他们的管理人员，董事，经理，雇员及代理人承担对其造成的索赔，损失，损害或人身伤害，疾病，死亡索赔的赔偿责任。
24.2 The Buyer undertakes to indemnify the Seller and hold, its headquarters, subsidiaries, affiliates and subcontractors, and their officers, directors, managers, employees and agents, free from all liability for claims, losses, damages or claims for personal injury, illness, death, damage to or loss of property caused by the Buyer, its employees and subcontractors, except with malice or gross negligence of the Seller or their subcontractors or dependents.
买方免于卖方、其总部，子公司，附属公司和分包商，他们的管理人员，董事，经理，雇员及代理人承担对其造成的索赔，损失，损害或人身伤害，疾病，死亡索赔的赔偿责任。
24.3 Third-party liability the Buyer, will be solely responsible for all damage caused to others by acts or omissions of his, or their workers in the execution of this agreement.
买方承担其公司或员工在执行本协议时造成的损害。
24.4 Third-party liability: the Seller shall be solely liable for all damages caused to others by acts or omissions of itself or its employees in the execution of this agreement.
卖方承担其公司或员工在执行本协议时造成的损害。
Clause 25. Bank Information: 银行信息 (略)
We,the Buyer and the Seller, hereby agree to the above terms and condition contained in this Contract dated. 各方签署确认。
