Contract-Translate国际货物买卖合同英文版

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SALE AND PURCHASE AGREEMENT

A company incorporated in and under the laws of China with Registration office at *********,Herein represented by ****being duly authorized to do so. Referred in this contract as BUYER, this contract made to:

WHEREAS the BUYER is an International Trader of ****and the BUYER is desirous of buying all such ZIRCON SAND from the SELLER. The BUYER confirmed the purchase of the contracted amount from the SELLER in this contract. And WHEREAS the BUYER, is desirous of purchasing all such ****offered by the SELLER.

WHEREAS the SELLER, is a trader of the product subjected in this contract. The SELLER is willing to give all his productions and sales in this contract to the BUYER. And WHEREAS the SELLER is in the process of selling *****, which originates from mine site based in ***, at approximately ****MT or more per month.

----------THE SELLER AND THE BUYER HEREBY AGREE AS FOLLOWS: ---------

1. DEFINITION

Unless specifically stated the following terms in this contract shall refer to and will have the following meaning : Goods shall mean----; DMT shall mean dry metric ton DMT ; WMT ; shall mean wet metric ton ; Ton or "Metric Ton" shall mean a ton of 1.000 kilograms or 2,204.62 pounds avoirdupois wet or dry basis as stated ; Inspectorate shall mean independent inspectorate as SGS( Société Générale de Surveillance S.A, Switzerland) and/or its correspondence, CCIC (China Commodity Inspection Co.,Ltd.) and/or its correspondence, or any independent inspectorate accepted by both parties ; T/T shall mean Telegraphic Transfer ; L/C shall mean Irrevocable Letter of Credit in accordance and subject to Uniform Customs and Practice for Doc.

Credits Revision 1993 Publication N° 500 of ICC, Paris ; $ or dollar or cent shall mean dollars and cents of the United States of America official currency ; CIF shall mean cost , Insurance and freight as per Incoterms ICC 2000.

2. PRODUCT

3. PRICE

1. Unit Price: US$ ****(US Dollars:****Only) Per Dry Metric Ton Cost, Insurance, Fright (C.I.F) Shanghai port, P.R. China. Basis content *****.

2. If content*****Above / below than 60% Max the Basic Price shall be Increased /decreased Fraction scale Pro-rata USD11.50 (US Dollar: Eleven point Fifty Cent) per centigrade. But content ****must above than 55%.

3. If content *** below 55%, cargo shall be rejected and they must not in any case be loaded onto

4. Both Seller and Buyer agree to review the Selling Price on every 2 (two) shipments.

4. INCOTERMS

CIF Shanghai Port, P.R. China. Incoterms ICC 2000

5. QUANTITY

Unless otherwise agreed to by the parties, the quantity (all quantities being in tons)of the ****to be purchased during each monthly period shall be the quantity specified in the Delivery Order issued by BUYER prior to each and any shipment. By giving SELLER notice at least 21 (twenty one) working days before the beginning of each Period, BUYER may increase or decrease the quantity for such period subject to SELLER’S a pproval. BUYER recognizes that SELLER'S delivery capability may not be uniform.

Trial Shipment shall be at 500DMT in SELLER’S option. Monthly base Quantity shall be at 500DMT~1000DMT per month or more for the period of twelve (12) months performing contract, the exact quantity for each shipment will be agreed 7 working days period to the date of L/C opening by both SELLER and buyer.

6. DELIVERY and PACKAGING

1. The ZIRCON SAND shall be delivered to BUYER at destination sea port assigned by BUYER currently planned to be in Shanghai Port, P.R. China.

2. Goods shall be packaged per 50 Kgs of ZIRCON SAND in polypropylene Bags.

3. Partial shipment and transshipment are allowed

4. First shipment will be shipped not later than 14 (Four teen) days after receipt of operative Letter of Credit at Seller’s bank

5. 500mt~1000 MT monthly quantity (from 2nd to 13th

shipment) of the Contract should be shipped by 30 days after received of the monthly operative Letter of Credit at Seller’s bank for each month’s quantity

6, the shipment will be made by 20” FCL containers .each container will load about 22mt~24mt .

7. QUALITY ASSAYS

1. Analysis at Loading Port: At the time of loading of this shipment,PT.SUCOFINDO(SGS) appointed by the SELLER shall take representative samples in accordance the prevailing standards. The BUYER or BUYER’S representative approved by the SELLER shall have the right to be present at such Sampling at the BUYER’S expense. PT. SUCOFINDO (SGS) shall analyze for Zircon Dioxide (ZrO2) content and other chemical composition on dry basis, free moisture loss at 105 DEGREE C AND physical composition on wet basis.

2. The cost of such sampling and analysis shall be born by the SELLER. The analysis thus determined shall be the basis for PROVISIONAL INVOICE as per Clause 9.5. The SELLER shall advice the BUYER by Fax/Email within Five (5) working days after sailing of the vessel from the loading port, of the contents of such analysis Certificate and the amount of the Provisional Invoice.

3. Analysis at discharging port: At the time of discharging port, CCIQ/CIQ China shall take representative samples in accordance with the prevailing standards. The SELLER or SELLER’S representative approved by the BUYER shall have the right to be present at such Sampling at the SELLER’S expense. CCIQ/CIQ China shall analyze the samples so taken for physical composition of Iron Ore and free moisture content.

4. After completion by CCIQ/CIQ China of analysis for physical composition and free moisture content, the sample taken for chemical analysis shall be divided into three equal parts and sealed, one for the BUYER, one for SELLER and the Third to be retained for Umpire Purpose.

5. CCIQ/CIQ China shall analyze one of portions for Zircon Dioxide (ZrO2) content and other chemical composition on Dry basis as set forth in Clause 2 shall issue a Certificate of such analysis. Such certificate shall be couriered to SELLER within 20~30 days after completion of discharge of a shipment of Chinese port.

6. The Certificate of CCIQ/CIQ China thus determined shall be FINAL and be considered to constitute the analysis of Final Settlement of the said shipment, PROVIDED any difference in ZrO2; Tio2; Sio2; Fe2O3 and Al2O3 between CCIQ/CIQ China’s analysis and the analysis of PT. SUCOFINDO (SGS) appointed by the SELLER at the loading

port, does not appear to be more than 0.2 percent.

7. In case of any difference in percentage of ZrO2 content between CCIQ/CIQ china and the said loading port analysis is more than 0.2% to 0.5% or if there exists a significant difference between the two said analysis of the respect of any one or more chemical contents other than ZrO2, then the excessive part over 0.2 and up to 0.5% should be equally borne by the two parties.

8. And if the difference in any of the contents ZrO2; Tio2; Sio2; Fe2O3 and Al2O3 between the two analyses is more than 1%, the SELLER shall consult with the BUYER to reconcile such difference. If after consultation between the SELLER and the BUYER, the difference cannot be reconciled, either SELLER or BUYER maybe allowed to appeal to the opposite for an umpire analysis on the reserved umpire sample by an umpire chemist mutually agreed between the SELLER and the BUYER and result of umpire analysis thus obtained shall be than considered as to constitute the analysis are borne by the party whose initial analysis shows greater difference from the umpire analysis.

9. If the umpire analysis is the exact mean of the analysis of PT.SUCOFINDO( (SGS) and the analysis of CCIQ China, then such expenses shall be equally borne by both parties.

8. DETERMINATION OF QUANTITY

Weighing at loading port: At the loading port, the SELLER at the SELLER’S expenses shall engage PT. SUCOFINDO (SGS) to determine the weight of the shipment of Zircon sand by scales the

weight/quantity of Zircon Sand as ascertained and certified shall be the basic of the SELLER’S invoice.

Weighing at the Discharging port: At the discharging port, the BUYER shall at BUYER’S expense applies the China Entry-Exit Inspection And Quarantine Bureau/CCIQ/CIQ China for weighing, the weight of each shipment at the discharging port is to be ascertained by scales ..

1. The weight determined by CCIQ/CIQ china should be FINAL as to wet quantity in the relevant shipment, PROVIDED that the difference in weight between the weight issued by PT.SUCOFINDO (SGS) and by CCIQ China shall not be more than 5%.

2. The final dry weight shall be calculated by deducting the final free moisture content, in the event that is impossible or extremely difficult to conduct the weight at the loading and/or discharging port; SELLER and BUYER shall decide an alternative method of weighing through mutual agreement.

3. If no scale is preformed at the discharging port, the

PT. SUCOFINDO (SGS) weight certificate at loading port will be registered as FINAL.

10. PAYMENT

1. Payment to be made by

Irrevocable,Transferrable ,payable at sight 95% Letter of Credit covering above 100% of the CIF each shipment’s Value.

2. The buyerr shall open an Irrevocable, transferrable; Payable at Sight 95%, documentary Letter of Credit to the seller’s Bank, (Standard Chartered Bank,Beijing Brnach ) covering above 100% of cargo value. The total amount for the first L/C sum is US$ 345,000 +/- 5 for the first shipment.

3. The Master L/C opening banks will be major Chinese Banks,in the L/C, must mark “ this L/C is a transferable L/C, the transferring Bank is standard Chartered Bank,Beijing Branch”

4. The BUYER must send a copy of the L/C Draft to the SELLER for approval, once the SELLER approve of the Letter of Credit.

5. Documents shall be presented within 14 days after the date of shipment but within the validity of the L/C .The provisional payment for the amount of 95% of the cargo value shall be paid at sight drawn from the L/C against presentation of the following documents :

a. Full set (3/3) of clean on board ocean bill of lading.

b. Beneficiary’s signed provisional commercial invoice in three (3) originals and three (3) copies indicating contract number, L/C number and date.

c. Certified certificates of weight and quality are to be issued & conducted by an independent and internationally recognized surveyor in the loading port, PT. Superintending Company of Indonesia, Worldwide Services Correspondents of SGS Geneva, (hereunder refer as PT Sucofindo), in three (3) originals and three (3) copies consisting of：

d. The scale report certifying the weight of goods on board.

e. Certificate of quality and supervision/loading report indicating test methods and actual test results with full

specifications as called for by the L/C.

f. Original Packing List (3/3) evidencing B/L number, numbers of bags, gross weight and net weight.

g. Certificate of origin, in one (1) original and three (3) copies issued by Chamber of Commerce of country of origin.

One set of shipment documents including information of ETA, description of goods, name of vessel, B/L no., wet or gross weight, shipment date and one set copy of invoice, B/L, certificates issued by PT Sucofindo to be sent by the Seller to the Buyer by fax & email within 3 days after completion of loading.

6. Balance Payment shall be made under T/T bank transfer at the amount of 5% of final invoice upon conclusion of the following documents:

? Final Invoice based on the inspection result by CIQ ? Inspection report by CIQ at discharging port.

7. The balance payment shall be settled by telegraphic transfer (T/T) to any Bank account nominated by the SELLER. The amount difference will be settl ed after 20`30 days from the date of vessel’s arrival, or to be effected by T/T within 5 working days after receiving the CIQ’S inspection report.

10. FORCE MAJEURE

In the event of any strikes, act of God, war, warlike operations, force majeure, lock-out, combination of workmen, interference of trade union, suspension of labor, fire accident, or of any other case whatsoever beyond the control of SELLER or BUYER whether of the foregoing nature or not, preventing them or hindering them or either of them from giving or receiving the delivery under this contract shall be suspended during such time provided any such inability by either party contracting hereto BUYER giving notice under this clause, the contract shall be each time extended for a period equal to the period of suspension. But if such period of suspension extends for more than

90 days, the party having received the notice of suspension shall have

a right to terminate contract forthwith by giving notice of this to the other party.

11. PARTIAL

LOSS

In the event of partial loss/or damaged of the cargo due to insured

perils before completion of weighing, sampling and moisture determination at the destination, final settlement shall be made as soon as all the necessary data is available on the basis of shipped weight, the assays agreed to as provided in Clause “Weighing, Sampling and Moisture Determination” and “Assays” on that part o f cargo, which has been safely, delivered and otherwise with the term of this contract.

12. TOTAL LOSS

In the event of total loss of the cargo, the final settlement is to be made as soon as all the necessary details are available based on shipped weight and moisture, assay issued by the independent at loading and otherwise with the term of this contract.

13. INSURANCE

Marine Insurance: To be covered by the SELLER’S beneficiary Insurance will be covered by the SELLER of 110% of the invoice value against ALL RISKS, the seller should inform buyer by fax within 3 (Three) working day from the Bill of Lading date :- the details of goods description, quantity / weight, invoice value, B/L date, B/L No., vessel’s name, etc.

14. CLAIMS

In the event that SELLER is liable for the discrepancies and the BUYER lodges a claim within Sixty (60) days after discharge of the goods at the destination, such claim must be accompanied by an inspection certificate issued by CIQ or equivalent.

15. ARBITRATION AND LAW OF THE CONTRACT

All disputes in accordance with this contract shall, unless amicably settled between the parties be finally settled under the rules of conciliation and arbitration of the International Chamber of Commerce in Singapore.

It is understood that in the event of dispute or arbitration, both the English language is working languages, and the award of ICC shall be final and binding on both parties.

16. DELAY/NON-DELIVERY

1. Should the SELLER fails to effect on time as stipulated in this contract owing to causes other than Force Majeure as provided in Clause 10 of this contract, the BUYER shall have the right to lodge

a claim.

2. Penalty [SELLER’s Fault] shall be charged at the daily rate of 0.3% of pro rata temporize of the value of the undelivered commodity but the total amount shall not exceed 5% of the value of the cargo involved.

3. The delay of shipment must not exceed 30 days after the latest shipment date of this contract. After the said 30 (Thirty) days

after the latest shipment date of this contract, the BUYER has the right to cancel this contract.

4. Should the BUYER fails to effect this contract owing to causes other than Force Majeure as provided in Clause 10 of this contract, the BUYER should pay to the SELLER 3% value of the total value of the cargo involved against invoice issued by the SELLER and by bank transfer within maximum 10 (ten) banking days as for the submitted invoice date.

5. Alternatively, if the SELLER can not effect the shipment due to delay on the SELLER’s fault; the SELLER may, with the BUYER’s consent, postpone delivery on payment of Penalty to the BUYER.

6. Penalty [BUYER’s Fault] shall be charged at the daily rate of 0.3% of pro rata temporize of the value of the undelivered commodity but the total amount shall not exceed 5% of the value of the cargo involved.

17. LICENSE, TARIFFS, TAXES AND DUTIES

All license, tariffs, taxes and duties whether existing or new on the merchandise and its contents or commercial documents relating thereto shall be borne by BUYER in the event of their existence in the country or region where the merchandise being discharged. Any export relate license, taxes or duties whether existing or new levied in the country of origin shall be borne by SELLER.

18. EQUITY

In entering into this contract, SELLER and BUYER recognize that it is impractical to make provision for every contingency that may arise during the life of this contract. SELLER and BUYER concur in the principle that this contract shall be carried out between the two parties with fairness and without detriment to the interests of either party, and if in the course of the performance of the contract any infringement of this principle is anticipated or disclosed, then SELLER and BUYER shall promptly confer in good faith with each other to agree upon such and action as may be necessary to remove the clause or clause of such infringement

19. MISCELLANEOUS

This contact is made out in languages of English the languages are coequal. Changes to the terms and conditions of this Contract must be in writing and agreed to in writing by all parties involved. This contract shall be legal and binding upon signature of the faxed/e-mail copies. Upon receipt of the countersigned fax/e-mail copy, the SELLER shall send four (4) signed originals by mail or courier to the BUYER who shall sign and return two (2) originals thereof duly executed to the SELLER also by courier. This shall not delay the opening of the payment instrument and is merely an administrative procedure. Carbon

copies cannot be used and will not be accepted. Documents in other than English language are acceptable if also accompanied by proper translation into English language.

20. VALIDITY OF CONTRACT

The contract will take force at the date of signature and will be in force within 12 months of the first delivery date.

The ICC 1993 revision, publication 500 shall apply to this contract as well as INCOTERMS-2000 as published by the International Chamber of Commerce.

By Signing below the parties hereby enter into this Agreement that the acceptance expiration date has not passed prior to signature.