(完整word版)外贸合同中英文版

SALES AND PURCHASE CONTRACT

Granular Sulphur in Bulk

DRAFT CONTRACT NUMBER: 100901

Offer subject to Seller’s final review, confirmation and approval.

This agreement made and entered into on September 2, 2010 by and between:

Seller:

E-MAIL: ……………………………………….

Phone: ____________________________

Hereinaf ter called the “Seller” and

Herein

Buyer:

Address:

Tel:

E-mail:__________________________

Hereinafter called the “Buyer” and

Whereas:Seller and Buyer, each with full corporate authority, certifies, represents and warrants that each can fulfill the requirements of this agreement and respectively provides the products and the funds referred to herein, on time and under the terms agreed to hereafter.

鉴于，买卖双方拥有完全法人权利，资格，特征并且双方保证能按照本合同条款规定按时提供货物和支付货款。

Whereas: Buyer hereby agrees and makes an irrevocable firm contract to purchase 30,000 MT ( Therty thousand Metric Tons) MT (+/-5%) of yellow sulphur, FOB UmmQsaar, Iraq, INCOTERMS 2000.

鉴于，买方按照国际贸易术语通则2000项下的FOB条款，同意并签订不可撤销的3万吨硫磺采购合同。

Whereas: Seller and Buyer both agree to finalize this contract under the terms and conditions expressed herein; the product offered for sale is subject only to the terms and conditions contained in this contract and are strictly confidential between Buyer and Seller and is therefore agreed as follows:

鉴于，买卖双方一致同意按照下文条款的解释最终订立合同，销售的商品要与本合同条款中规定的一致且买卖双方要严格保密，合同条款如下：

Definitions:定义解释

“Business day” shall mean Monday through Friday, and shall exclude Saturday, Sunday, and holidays. 工作日应该为星期一至星期五，应该排除星期六，星期天，和节假日。

“Demurrage”shall mean any surcharge charged for delays beyond the allowed time for loading or unloading the product from the vessel(s), whether charged by the port or the owner or operator of the vessel(s).

滞期费：是指不论港口、船主、还是船公司超出规定装运或卸载货物时间所产生的额外费用。“Shipment” shall mean a delivery of the entire product which is delivered by one vessel at one time, in quantities outlined in this contract.

装运：是指由一艘船一次性装运合同规定数量的全部货物。

“Port of Loading Country” shall mean the country in which the Vessel(s) are loaded.

“Port of Loading” shall be the port in the Port of Loading Country where vessel(s) will be loaded with Product.

装运港：船舶装载货物所在国家的港口。

“Ve ssel” or “vessels” shall mean the vessel(s) which transport(s) the product.

船舶：是指装载货物的船舶。

“Holiday” shall mean a holiday recognized by United States banks and the U.S. Federal reserve.

节假日：是指美国银行公认的和美国联邦保留的节日。

Conventions:惯例：

INCOTERMS 2000. All terms which are defined by INCOTERMS 2000 shall have the meaning given by International Chamber of Commerce.

国际贸易术语2000：所有条款应按照国际商会出版的国际贸易术语通则2000的解释。

Time. In the event a time period ends or starts on a Saturday, Sunday, holiday or on a day which does not qualify as a business day, the time period shall be extended to the next business day.

时间：事件的起止时间如果是周六、日，节假日这些非工作日，则时间应延伸到下一个工作日。

Language. The language of all communications required by or occurring within this contract shall be English.

语言：合同中所有交流和时间都应该用英语。

Units. Unless otherwise specified herein, currency shall be expressed in US. Dollars (USD.); weight shall be expressed in metric tons (MT.); length shall be expressed in meters (M.) or according to the metric system and, months shall be expressed in calendar months according to the Gregorian calendar.

除特殊规定外，货币应该美元结算；重量用公吨表示；长度用米表示或与米相符的单位；月份采用公历。

1.Product:

Yellow sulphur shall conform to the specifications outlined in Appendix “A”, and/or international standard specifications.

货物硫磺的材质应与附件A或国际标准一致。

2.Origin: 原产地

Iraq 伊拉克

3.Destination and Port of Loading:卸货港，装运港

Destination port is Nantong / Zhenjiang port, China and loading port is UmmQsaar, Iraq except that the port of destination shall not be a U.S. sanctioned port or Country. Notification of cargo readiness shall begin within thirty (30) days after receipt and confirmation of an operative financial instrument.

卸货港是中国浙江南通港，装运港是伊拉克UmmQsaar港，（卸货港应为非美国制裁的伊拉克港口）。在收到并确认买方可操作的L/C后30日内，卖方应向买方发货物准备就绪通知书。

A minimum load rate of SEVEN THOUSAND METRIC TONS (7,000 MT) per weather working day (PWWD) is guaranteed by the Seller. Also buyer must guarantee berthing if he receives the arrival notice with seven days in advance. Also, all unloading charges at per buyer’s cost and risk.

卖方应保证最小的装货率是每晴天工作日7000吨。买方必须保证在收到到达通知7天内安排泊位。并且卸货中产生的所有费用和风险由买方承担。

4.Product delivery at unloading port and acceptance:

目的港运输和接货：卖方至少应在装运7个工作日期前安排好船只，船只要求最小装载量为3万吨，使用期最长不超过20年，最少3个舱门，有全套的装载设备，起重机负荷不小于10吨，；与国际法规完全相符的旗帜、安全性能，以确保船身和设备----。租船和海运的全部费用由买方负责。

Seller shall nominate suitable vessel at least seven (7) banking days prior to shipment. Vessel nominated for loading the product shall be a minimum of 30,000 DWCC, max 20 years old, minimum 3 holds/hatches, having fully operational cargo gear of minimum 10 MTS SWL cranes (or otherwise agreed by Seller in Writing), fully compliant with all international regulations of flag, safety, ism, insured for hull and machinery and covered by a first class P & I club. All taxes / dues for the vessel and ocean freight shall be the sole responsibility of buyer.

Notice of readiness at UmmQsaar, Iraq shall be tendered when the vessel in all aspects are ready for berthing in accordance with this contract and under the Charter Party Agreement. Seller shall have the berthing arranged at the loading port and ready to start the loading, if buyer inform estimated arrival day

within 7 days in advance. The seller will grant berthing of the vessel within 7 (Seven) days of the receipt of the estimated arrival date by the Shipping Agent or Buyer, which may not be unreasonably withhold.

伊拉克装运港的装运准备就绪通知应在船只按合同和租船协议规定全方位停泊后发出。如果买方提前7天发出期望到达时间通知，卖方则应安排船只在装运港的停靠和装运,不得无理由拒绝。

5. Contracted Quantity:数量

The total quantity of product delivered in this contract shall be determined by the certifications

of weight issued by the inspection authority for each vessel loaded. Buyer shall be responsible

for payment of the entire quantity shipped and/or delivered.

货物数量以船只到港后检验机构出具的重量检验证书为准。买方应负责对全部装运货物付

款。

6. Product Weight and Quality:重量和质量

The Seller guarantees that the product of yellow sulphur be inspected with an inspection certificate of weight and quality and such certificate shall be provided by Société Générale De Surveillance (SGS) and/ or other inspection authority agreed to by the parties at Seller’s expense, and shall be deemed to be fi nal. The Seller shall instruct said authority to carry out the inspection in strict accordance with the International Chamber of Commerce (I.C.C.) rules.

卖方应负责SGS或双方同意的检验机构检验硫磺重量和质量并出具检验报告，费用卖方负责并被认定为最终结果。卖方应指示上述检验机构严格按照国际商会规定进行检验。

7. Total Quantity:全部数量

30,000 MT (TWENTY FIVE THOUSAND METRIC TONS) MT (+/- 5%) yellow sulfur.

3万吨(+/- 5%)的硫磺

8. Product Packaging and Packing:包装

The product will be delivered on bulk. 货物散装运输。

9. Price Per Metric Ton:单价

Yellow Sulfur $__.__ (………………………………….. USD/MT) per metric ton UmmQsaar Port, Iraq INCOTERMS 2000. 按照国际贸易术语2000通则，硫磺价格为---每吨。

10. Total Contract Amount:合同金额

$____________ USD (………………………………………………. UNITED STATES DOLLARS) (+/- 5%)

11. Payment Terms and Financial Instrument:付款方式和金融工具

An Irrevocable Fully Funded, Revolving, Transferable Documentary Letter of Credit, payable 100% at sight port of loading and issued of confirmed by a top 25 ranked World Bank; The final letter of credit shall be in a form acceptable to Seller in its sole and absolute discretion

.一份由世界排名前25位的银行之一保兑的不可撤销的，可循环可转让的全额付款即期跟单信用证；最终的信用证格式必须经卖方认可。

If the terms of the financial instrument are not in accordance with the terms of the contract or are unacceptable to the Seller and/or the Seller’s bank, this contract shall be voidable at the sole discretion of the Seller if the Buyer fails to cure any and all defective terms and/or deficiencies contained in the financial instrument within 30 days from the original issued payment instrument.

如果信用证条款与合同不符，或卖方及卖方银行不认可，而买方在信用证正本开出30天内没有改正错误或缺陷条款，则本合同可以根据卖方意见撤销该信用证。

Buyer shall arrange for its bank to provide the Seller a copy of the financial instrument via swift and e-mail or fax on the day on which it is issued.

买方应令其银行在卖方开证日电传或邮件一份信用证草稿给卖方参考。

In the event that the Buyer fails to issue the financial instrument in compliance with this contract, then Buyer shall immediately pay upon Seller’s written demand, without protest an amount equal to two percent (2%) of the aggregate price for all shipments payable under this contract. The parties expressly acknowledge and agree that said payment shall be liquidated damages, is considered to be fair and reasonable by all parties and is not a penalty.

一旦买方未能按合同要求开出信用证，则买方应立即按卖方的要求支付货物总值的2%作为运费，买方不得有异议。双方明确知道上述费用用来清偿卖方损失，是公平合理的而不是惩罚。

12. Performance Guarantee:银行保函

Buyer hereby waives any right to a performance bond. 买方在此放弃对卖方的PB要求。

13. Proof of Product:供货证明

Proof of Product shall be provided by Seller after execution of this contract. Proof of Product shall be in the form of full title showing Seller as the clear and unencumbered owner of 100% of the product.

在合同开始执行后卖方应提供供货证明来证明其是全部货物的所有者。

14. Product Documentation:议付单据

A full set of the following documents will be presented to the Buyer:

卖方应提供的单据如下：

A.Original signed commercial invoices;正签发票

B.Original certificate of quality, quantity and weight inspection issued by the inspection

company only;检验机构出具的关于货物质量，数量，重量的正本检验报告

C.Original certificate of origin;正本原产地证书

D.Original Packing List;正本装箱单

E. 3 originals and 3 copies of charter party bill of lading.租船协议和海运提单各3份

正本3份复印件。

15. Product Insurance:保险

The Buyer shall provide insurance for the Product at the Buyer’s sole expense and responsibility once title has been transferred to the Buyer. If damage occurs to the product, product packaging or to any aspect thereof after Buyer has taken title to the product, the seller shall not be responsible in any matter for damage occurring to the product, product packaging or any other aspect thereof after buyer has received title to the product.

买方负责办理货物的保险承担保险费并承担货物所有权转移给买方后的风险，如果货物所有权转移给买方后货物发生损坏，则卖方不承担任何责任。（货物损坏包括货物，包装，外观的损坏）

16. Demurrage:滞期费

Seller is responsible for any and all demurrage charges incurred at any time after the master or his agent present to Seller or his agent a duly notice of readiness at the loading port. A request of US$ 50,000.00 bank guarantee is required to protect the buyer of demurrage as per the governing charter party.

船主或货运代理代表卖方或卖方代理在装运港发出装运准备就绪通知书后产生的滞期费由卖方负责。按照租船协议的管理办法，要求卖方提供一份5万美金的银行保函以保证产生滞期后买方的利益。

17. Import Facilities, Documents, Taxes and Fees:进口能力，文件，税费，费用

Buyer and Seller are responsible individually for their own taxes, levies, charges, tariffs, fees and costs of any nature imposed by any country having any effect on this contract. Buyer must have all permissions and permits required for the purchase, loading, transportation, unloading and selling of the product in the importing country. Buyer is solely responsible for securing all permits, licenses and any and all other documents required by the government of the importing. Seller is not responsible to secure, nor provide any such documentation. Buyer is responsible for all costs associated with securing such documentation and all costs and penalties imposed by any country’s and/or any countries’ governmental agencies if such documents are not provided.

18. Force Majeure:不可抗力

Neither party to this contract shall be held responsible for breach of contract caused by an act of god, insurrection, civil war, war, military operation or local emergency. The parties do hereby accept the international provision of “force majeure” as published by the International Cham ber of Commerce, Geneva, Switzerland, and as defined by I.C.C. rules uniform customs and practice.

19. Disputes and Arbitration:

If a dispute arises relating to this contract in any way, the party making said dispute shall forward written notice of the dispute to the other party via overnight courier with such notices to be sent to the other party’s business address.

The parties hereby agree to attempt to settle all disputes amicably and expeditiously. If settlement is not reached within ninety (90) days of receipt of written notice of dispute, the dispute in question shall be submitted and settled by arbitration at the International Arbitration Association Chambers, in New York City, New York, U.S.A. by one or more arbitrators appointed in accordance with said rules.

In the event of a dispute, each party is responsible for payment of its own fees and costs including, but not limited to, attorneys’ fees. Neither party is responsible for the others party’s fees and costs, including, but not limited to, atto rneys’ fees, regardless of the outcome to the dispute and without respect to the prevailing party.

20. Authority to Execute This Contract:

The parties to this contract declare that they have full authority to execute this document and agree to be fully bound by the terms and conditions set forth herein.

21. Execution of This Contract:

This contract may be executed simultaneously in two or more counterparts via email or facsimile transmission, each of which shall be deemed as originals and legally binding.

22. Governing law:

This contract shall be governed, and interpreted in accordance with the United Nation’s Convention for the Sale of Goods (UN Convention). In the event of inconsistency between this contract and the provisions of the UN Convention, this contract shall have priority for the purpose of Article 39 of the UN Convention. A reasonable period of time shall be deemed to be Fourteen (14) banking days.

23. Language used:

The English language shall be used for all communication.

24. Assignment:

This agreement is assignable and transferable by either party, with prior written notice given to the other party at least Fourteen (14) days in advance of the assignment or transfer becoming effective.

25. Non-Circumvention and Non-Disclosure:

The parties accept and agree to the provisions of the International Chamber of Commerce, Geneva, Switzerland for non-circumvention and non-disclosure with regard to all and everyone of the parties involved in this transaction and contract, additions, renewals, and third party assignments, with full reciprocation for a period of (3) three years from the date of execution of this contract.

Each item of confidential information disclosed by one party shall be held in confidence by the other party and used only for the purposes stated in this agreement during the term of this contract and for five (5) years after the termination or expiration of this contract (“confidentiality term”). Buyer shall have the right to disseminate and use any such information in the process of sale of the product to its Buyers.

26. Contract Term

Twelve (12) months and twenty (20) days including the first twenty to thirty (20-30) days when the product is being prepared.

Buyer confirms that said funds are good, clean, cleared, unencumbered, legitimately earned and of non-criminal origin.

No modification of this agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by all parties to this agreement. Further, no evidence of any modification shall be offered or received as evidence in any proceeding or litigation or arbitration between the parties arising out of or affecting this agreement or the rights or obligations of any party hereunder, unless such waiver or modification is in writing and duly executed by all parties.

27. Default

Except as otherwise referenced herein including, without limitation, a force majeure event, should the either party fail to perform on time as stipulated in this contract, the Seller or Buyer shall be granted an opportunity to cure said default for a period of fourteen days (14) banking days (“cure period”).

28.Representations and Warranties.

Buyer recognizes that Seller is a re-Seller of the product and as such is not the manufacturer of the product.

29. Understanding of Agreement.

The parties represent and warrant that (a) they have consulted with an attorney of their choosing concerning this agreement, (b) they have carefully read and fully understand all of the provisions of this agreement, (c) they are voluntarily entering into this agreement, and (d) they are not relying on any representations, warranties, statements, or agreements other than those that are contained in this agreement.

30. Counterparts.

This agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Confirmation of execution by electronic transmission of a facsimile signature page shall be binding upon any party so confirming.

31.Entire Agreement.

This agreement represents the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes all other negotiations, understandings and representations (if any) made by and between such parties.

32.Invalid Provision(s).

The invalidity or unenforceability of a particular provision or portion thereof in this agreement shall not affect the other provisions or portion hereof, and if any one of them is found to be unenforceable, the other provisions shall remain fully valid and enforceable as if such invalid or unenforceable provisions were omitted.

33.Waiver of Rights.

No failure of any party to exercise any rights given such party hereunder or to insist upon strict compliance by any party with their obligations hereunder, and no custom or practice of the parties in variance with the terms hereof shall constitute a waiver of the parties’ right to demand exact compliance with the terms hereof.

34.Modification of Agreement.

No modification of this agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by all parties to this agreement. Further, no evidence of any modification shall be offered or received as evidence in any proceeding or litigation between the parties arising out of or affecting this agreement or the rights or obligations of any party hereunder, unless such waiver or modification is in writing and duly executed by all parties.

35. Construction of Agreement.

The parties agree that they have participated equally in the preparation of this agreement. As a result, the parties agree that no provision of this agreement shall be construed more strictly against any party.

36. Binding Effect of Agreement.

This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, assigns and legal representatives.

37. Commissions.

Buyer will pay Discovery Commodities, Singapore US$ 1.50 per MT shipped.

Seller will pay Hiwa Tillakoy, Sweden US$ 1.50 per MT shipped

38. Brokers.

Seller and buyer recognize the brokers involved in this transaction whom facilitate and work together with buyer and seller to get the business done. Fernando M. Perez, Miami, USA; Hiwa Tillakoy, Sweden; Discovery Commodities, Singapore.

Seller Buyer

Date: Date:

Signature Signature

For and on behalf of Seller For and on behalf of Buyer

______________________ ____________________

(Print Name) (Print Name)

Passport no.: Passport no.:

Issued by: : Issued by:

ADDENDUM “A”

Banking information

Seller’s banking information

Bank Name:

Bank Address:

Account Name:

SWIFT:

Banker Officer:

Telephone:

Buyers and Sellers complete banking information is required with the return of the signed and sealed contract

Buyers banking information

Bank officer:

APPENDIX “A”

Product Specification:

Commodity: Granular Sulphur in Bulk

Specifications:

Color: Bright yellow

Purity on dry basis: 99.5% Minimum.

Moisture: 0.50% maximum

Acidity: 0.03% Maximum.

978) Ash Content: 0.08 % Maximum

Organic matter: 0.09% Maximum