SALES AND PURCHASE AGREEMENT - DOC by XFHPO3Tk

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									                   SALES AND PURCHASE AGREEMENT
                            FUEL OIL M 100
                         M100 燃料油买卖协议书
This Agreement (“The Agreement”) made on this day 2011 by Seller (Seller’s Company
name) and Buyer (Buyer’s Company name)
本协议在本由:__________,法人代表: _____ 先生(以下称为卖方)与买方公司,法人代表:名字
(以下称为买方):

SELLER 卖方
COMPANY 公司:
REPRESENTED BY 代表:
TITLE 头衔/职位:
ADDRESS 地址:
PHONE 电话:
E-MAIL 邮箱地址:

Hereinafter referred to as the “Seller”
And:
BUYER 买方
COMPANY 公司:
REPRESENTED BY 代表:
TITLE 名称:
ADDRESS 地址:
PHONE 电话:
E-MAIL 邮箱地址:

Hereinafter referred to as the “Buyer”
(Hereinafter shall be referred to collectively as “Parties” or singularly as “Party”)
Whereas, the parties mutually accept to refer to the General Terms and Definitions, as set
out by the INCOTERMS Edition 2000 with latest amendments, having the following
terminology fully understood and accepted:
根据 INCOTERM2000 最后修订版本, 在双方充分理解和接受, 并且遵守以下规定所有条款的情况下签
订:

DEFINITIONS
Metric Ton A measure of weight equivalent to one thousand kilogram mass (1,000 Kg)
公吨              重量计量单位, 相当于一千千克 (1,000kg)
Commodity       Is “Fuel oil MAZUT M100 GOST 10585-75” elsewhere this Agreement
                also referred to as “Product” or “Fuel Oil”, the specifications for which
                appear in Annex A attached and by this reference confirmed an integral part
                of this Agreement.
商品              称为 “Fuel oil MAZUT M100 GOST 10585-75” (MAZUT 100), 在本协议书中也称为 “商品
                或M100” 本商品详细规格书在附件 “A” 中, 是本协议书中不可分割的部分。
Day             Means a Calendar day, unless differently specified.
日               除非特殊说明,否则为历法日。
Month           Means a Gregorian calendar month.

Seller                              Buyer                                              -1-
月份              为阳历月份。
Calendar        Period of three (3) consecutive months starting from 1st January, 1st April,
quarter         1st July or 1st October.
季度              三 (3) 个连续月份为一个周期, 开始于一月一日, 四月一日, 七月 一日和十月一日。
ASTM            American Society for Testing and Materials, is the institute, internationally
                recognized, that approved all Standards, Tests and Procedures used in the
                Oil Industry and to be referred in The Agreement to the latest revised
                edition with amendments in force to date.
ASTM            美国材料实验协会, 本协会得到国际认可, 标准已被批准, 是在石 油工业被运用的一种实
                验和程序. 在本协议中确认为至今为止最 后修订的版本。
Out-turn        The quantity and quality of the product ascertained, according to the ASTM
                procedures, on completion of the discharge operations. The so determined
                out-turn quantity and quality is the base on which the amount will be
                computed for the payment of the product effectively delivered to the Buyer.
产量              是依据ASTM程序, 确认商品的数量和质量, 完成卸货操作, 在买 方有效交付商品的估价
                基础上, 确认其商品的质量和数量。
Bill of Lading The official document, issued at the load port after completion of the
               loading operations, stating, among other things, the ship’s loaded quantity,
               expressed in Cubic Meters (M3) and in Metric Tons (MT) per the definitions
               herein. This document has to be signed in original by the ship’s Master and
               made out in accordance without the instruction hereinafter specified in The
               Agreement.
提单              为正式文件,在装船操作完成后于装货港开具, 规定船只装货量,以 立方米或公吨表
                示,按照以上定义, 本文件需由船只负责人在正本文件上签名,并且与本协议之后的详
                细说明填写一致。
Discharge       The safe port/berth designated by the Buyer as final receiving destination.
Terminal
卸货点             买方指定的最终收货点安全港口或停泊处。
CIF             Cost, Insurance and Freight strictly as referred to in the interpretations
                defined by the INCOTERMS Edition 2000 with latest amendments.
C.I.F.          到岸价格, 在 INCOTERMS2000 最后修订版中被严格定义。
Banking Day     Any day on which the bank opens for business in jurisdiction where the
                SELLER and BUYER are located.
银行日             买方和卖方所在地法定的银行营业的日期。
Delivery Date   The date mutually accepted by both Seller and Buyer as the date on which
                the nominated international Surveyor Company has ascertained the quantity
                and quality of the product pumped into the Buyer’s designated discharge
                terminal facilities. Under INCOTERMTM 2000
交货期             由买卖双方接受的日期, 本日期为国际认可的检验公司在买方指定 的最终交货点对商品
                的数量和质量进行检测。
Execution       The date on which the Seller and the Buyer receive their respective faxed
Date            copies of this agreement, or as may be indicated otherwise in The
                Agreement.
执行日期            本日期为卖方收到买方签署的硬拷贝的日期。 卖方将通过传真通知 买方本日期.
Proof       of Documentation to be provided by the Seller to the Buyer through refinery
 Product       holding bank.
商品证明            由卖方通过与炼厂关联的银行向买方银行提供本证明文件。


 International Independent Laboratory: # SGS Societe Generale de Surveillence #

 Seller                             Buyer                                                 -2-
                                  国际独立实验室 SGS
 Whereas, the parties mutually desire to execute The Agreement which shall be binding
 upon, and to the benefit of, the parties, successors and assigns, in accordance with the
 jurisdictional law of the negotiated and fully executed contract with terms and provisions
 hereunder agreed upon.

 CLAUSE 1 - SCOPE OF THE CONTRACT (合同范围)
 1.1 Seller and Buyer, under full corporate authority and responsibility, respectively
     represent that one part is a lawful owner of the commodity in quantity and quality as
     hereunder specified, and the other has the full capability to purchase the said
     commodity.
      买卖双方, 在司法权利和责任下, 一方为以下已详细说明质量及数量的商品的 法定持有人, 另一
      方有能力购买所述的商品。

 CLAUSE 2 - COMMODITY (商品)
 2.1 MAZUT M100 Fuel oil GOST 10585-75 having the contractual minimum guaranteed
     specifications as per Annex “A” herewith attached as an integral part of The
     Agreement.
      燃料油, MAZUT M100 GOST 10585-75, 详细规格书见附件A。 该附件为本协议的不可分割的
      部分。

 CLAUSE 3 – QUANTITY(数量)
 3.1. The total contractual quantity of the commodity sold and purchased under this
      agreement is Min Qty of 1,200,000 Metric Tons (One Million and Two Hundred
      Thousand Metric Tons) with a variation of plus minus (5%) five percent at Seller’s
      option. This specified quantity is equivalent to 100,000 Metric Tons (One Hundred
      Thousand Metric Tons) per month in two shipments, and 50,000 Metric Tons (Fifty
      Thousand Metric tons) for the Second Month, each month 50.000 MT per vessels and
      to be repeated up to Twelve (12) consecutive calendar months.
      本协议销售和购买的商品总数量为12个月1,200,000MT ( 壹佰贰拾万公吨),在卖方的差异数量
      为加减百分之五,可循环可增加,每个月提供100,000MT,连续十二个月,每月每船50.000MT。
      按照条款4每月连续供货。 交货期按照附件2 “交货日期表”。
3.2 That the first delivery will be as per delivery schedule and ending on the conclusion of
   the contract, and the subsequent delivery schedules is approved by the loading terminals(s)
   on a quarterly basis.
     第一次交货日期需由双方协商同意, 随后的交货日期将根据附件2交货日期表。
 3.3 That the validity of the allocation assignment, as reported in the above clauses 3.2 is
 subject to the acceptance by the Seller of the Buyer’s financial instrument.
     上述3.2中提到的货物分配的有效性, 需根据双方的金融文件。

 CLAUSE 4 - TIME PERIOD (时间周期)
 4.1 The duration of this contract is for a period of Twelve (12) consecutive calendar
     months.
      本合同持续时间为连续的十二(12)个日历月。
 4.2 The first delivery shall take place and arrive at discharge port within Forty Five (45)
     calendar days from the date accepted Buyer’s financial instrument.
      第一次交货应在收到买方金融文件后45天内到达卸货港。
 4.3 The time period for the conclusion of each monthly supply shall terminate once the
     final batch of current monthly lot has been assessed at the Buyer’s designated

 Seller                             Buyer                                                 -3-
      discharge port. However, the time period between the first and the final batch not to
      exceed thirty- (30) days.
      开始时间为国际认可检验公司于买方指定卸货点检验第一批货物数量和质量的日期。 每月供货
      结束时间为在买方指定卸货点检验当前供货月份最后一批商品的日期。 每月第一批与最后一批
      货物的时间周期不得超过三十天。

 CLAUSE 5 - QUALITY (质量)
 5.1 For the full duration of The Agreement, the Seller guarantees that the quality of the
     product sold will conform to the guaranteed specifications as reported in Annex A
     which constitutes an integral part of this Agreement.
      在本合同的整个期间, 卖方须按照附件A详细的规格书保证商品的质量, 本规格说明书为本协议
      的重要组成部分。

 CLAUSE 6 - PRICE (价格)
 6.1 The price for one metric ton is understood in US Dollars per metric ton and shall be
     calculated according to the following formula:
     The Price for each metric ton of Fuel Oil shall be fixed for Twelve (12) months at
     United Sates Dollars Three Hundred and Eighty Five Only (USD385.00) per Metric
     Ton, CIF Designated Port, China.
      本价格为十二个月合同固定价格,每公吨三百八十五美元(USD385/MT), CIF到中国指定港。
 6.2 The Buyer undertakes to nominate the discharge port(s) as to any Safe Main World
     Ports, but believes this product will be discharged at Designated Port of China.
      买方可以指定世界上任何安全港口为卸货港,但本协议项下货物将卸在中国指定港口。
 6.3 The price referred to throughout this agreement to be paid in US Dollars.
      本协议中的价格须为美元支付。

 CLAUSE 7 - PAYMENT & BANKING PROCEDURES (银行程序)
 7.1 Buyer issues the Draft Contract to Seller.
      买方向卖方发出合同草本。
 7.2 Buyer/Seller review, negotiate the Draft Contract and upon final agreement sign, seal,
     and sends the Contract to each other along with their full bank Details.
      买卖双方研究和讨论合同草本,协商同意后,双方在合同上签字盖章,并附上有银行详细信息
      的文本发给对方。
 7.3 Seller’s bank should swift 2% non-active Performance Bond to Buyer’s bank within 7
     banking days after sign the contract.
      在签约后的7天内,卖方银行须Swift 2% 的暂不生效的履约保函给买方银行。
 7.4 Once the Buyer’s Bank receipt of the 2% non-active Performance Bond shall open
     Documentary Letter of Credit within 7 International banking days to Seller to activate
     the Performance bond.
      买方银行在收到暂不生效的2%履约保函后,须在7个银行工作日开出正式的银行信用证给卖方
      以激活履约保函。
 7.5 Upon receipt of the DLC, the Seller’s bank shall swift Full POP to Buyer’s bank within
     10 international banking days.
          卖方银行在收到银行信用证后,须在10个银行工作日内Swift 全套的有货证明给买方银行。
 7.6 The Seller shall delivery commence as per Contract.
          卖方按照合同要求交货。
7.7        The payment will be made within 5 (Five) banking days by direct transfer to the
          Seller’s account against shipping documents after the shipment arriving the destination
          and getting the eligible certificate of CIQ.

 Seller                                Buyer                                                 -4-
       买方在货到卸港,并获得CIQ检验合格的证书后 5天以内,连同所需的相关文件通过银行直接
       付款到卖家的账户。
7.8 The Seller will provide the following documents as POP:
    - Copy of license to export, issued by the ministry of energy of Iran.
    - Copy of approval to export, issued by the ministry of justice of Iran.
    - Copy of statement of availability of the product.
    - Copy of the refinery commitment to produce the product.
    - Copy of Contract to transport the Product to the Port
    - Copy of the Port Storage agreement
    - Copy of the charter party agreement(s) to transport the product to discharge port.
         卖方提供供货证明。包括:
       - 伊朗能源部出具的出口许可证影印件;
       - 伊朗司法部出具的允许出口的批文影印件;
       - 货源备妥的证明;
       - 炼油厂出具的货源确认信;
       - 产品在伊朗内陆运输至装货港的运输合同影印件;
       - 装港储存合同;
       - 产品将运至买方卸货港的海运合同 。
7.9       The POP documents as per clause 7.8, shall be indicated the Buyer’s (or L/C
      applicant’s) name.
      上述7.8条款内的POP文件,必须标明货主是买家的名字(或者是付款文件的申请人的名字)。

CLAUSE 8 – DELIVERY (交货)
8.1 The Seller warrants performing delivery of the transacted Commodity on CIF inside
    customs’ outturn quality and quantity basis, to the Buyer’s designated discharge port(s)
    , Designated PORT in China, the Shipping Contract Confirmation in Annex D, and the
    Destination Port(s) Confirmation in Annex E.
       卖方保证以CIF方式履行商品交货,在海关内于买方指定卸货港,根据合同规定数量和质量交
       货。运输合同确认书见附件E,目的港确认书见附件F
8.2 The first loading shall take place within Thirty (30) working days from acceptance date
    of BUYER’S financial statement accordance with Clause 7.3.
       根据条款7.3 卖方在收到买方的银行保证函后30天内开始装第一批货。
8.3 Buyer shall specify the discharge port(s) in accordance with the approved monthly
    delivery schedule.
       买方根据附件B的交货时间表指定卸货港。
8.4 In accordance with provisions set out in the above Clause 3, the Seller and Buyer
    hereby acknowledge to performing the delivery of monthly lots in batches to conclude
    the total amount of not less than “Suezmax” shipments and up “Cape Size” for every
    shipment.
       根据上述条款3规定买卖双方在本确认每月交货量允许有5%的溢短装。每船的交货数量最少应
       为“Suezmax” shipments and up “Cape Size”。
8.5 Buyer will have the option to change his designated discharge port within the country,
    provided that a written notice is given, to the Seller, of at least Forty-Five (45) calendar
    days prior to the estimated ship’s arrival at the former scheduled nominated discharge
    port.
       买方有权更改指定卸货港,但必须在根据以往时刻表估算, 货船到达时间表上指定卸货港前至少
       四十五天以书面形式通知卖方。
8.6 Seller shall notify the Buyer of the full-chartered ship’s particulars (general
    dimensions, cargo system arrangement, maximum discharge capacity rate, cargo tanks

Seller                              Buyer                                                   -5-
       capacities at 98% loaded, manifolds sizes and reductions available on board). This
       information must be provided to the Buyer at least FIVE (5) days prior to the Seller’s
       vessel nomination, so as to assure compliance at the Buyer’s discharge port.
       卖方应通知买方关于租船方协议的具体内容(一般的尺寸、货物系统安排、最大卸载率和油舱
       在装载98%的容量、主管道尺寸、可减少量)。所有的上述信息都必须在卖方订船的至少五
       (5)天前提供给买方,以保证符合买方指定的卸货港。
8.7 Seller shall ensure timely arrival of the ship to the discharge port in conformity with
    the approved schedule.
       根据协商的时间表,卖方保证商品及时到达卸货港。
8.8 Vessels chartered by Seller shall in all respects meet port rules and regulations in terms
    seaworthiness, fire and common safety, ballast operations, and discharging rates,
    otherwise, or and any damages caused by non-compliance with such rules and
    regulations shall be imposed on the Seller.
       卖方所租船只必须严格符合航海条款和港口规章制度, 燃料及 公共安全, 压舱操作及卸载
       量, 另外, 任何所有因不符合规则所导致的损害由卖方承担 责任。
8.9 Vessel(s) to be acceptable by Buyer and such acceptance shall not be unreasonably
    withheld. However, the Seller’s chartered vessel shall comply with the three Major Oil
    Company’s requirements and shall be TOVALOP/PANDI or equivalent registered.
       买方接受的货船不得无理由的拒绝。 卖方所租船只必须符合三大主要石油公司的要求, 并在
       TOVALOP/PANDI注册登记。
8.10 Seller’s chartered vessel(s) shall arrive at the loading port with her tanks in a prepared
     state for fitness and cleanliness inspection.
       卖方的油轮在将要到达装载港时应进行适当性的清洁检查。
8.11 The vessel’s Master shall advise the Buyer and Ship Owner’s Agent at the port of
     discharge, the ship’s ETA 120 hours before her arrival, her name, tonnage, flag,
     draughts on board quantities, and actual Time of arrival 48, 36, 24, and 12 hours before
     her arrival to the discharge port.
       油轮雇主需于货船到达卸货港前120个小时, 48小时, 36小时, 24小时和12小时 通知买方和卸货港
       的货船代理商货船的准确到达时间, 货船的名字, 登记吨位, 悬旗, 吃水, 船上的货量。
8.12 within 7 calendar days after the seller loaded his vessel shall send the shipping advice
     to buyer by fax. The documents include:
       1) no. of contract and no of commercial invoice;
       2) Commodity and commodity specifications;
       3) Quantity, unit price and total amount;
       4) Name of vessel, voyage, name of loading port and date of departure;
       5) no. and date of B/L;
       6) Estimated date of arrival.
         卖方于装船完毕后 7 个工作天内,以传真方式向买方发出装船通知,内容包括:
          (A)合同号、商业发票号
          (B) 商品名称及描述
          (C) 数量、单价、总金额
          (D)船名、航次、装船港名称、船舶离港日期
          (E)提单号和提单日期
          (F)预计到达目的港日期
8.13     within 7 calendar days after the loading, seller will send the following copies of
         documents to buyer by fax:
         1) Original copy of commercial invoice;
         2) Original copy of B/L;


Seller                              Buyer                                                  -6-
          3) Original copy of inspection report for quantity and quality issued by SGS at
           loading port;
          4) Original copy of insurance policy.
          5) Original copy of certificate of origin
          卖方于装船完毕 7 个工作天内,以传真形式向买方传出下列影本:
          (A) 商业发票正本
          (B) 提单正本
          (C) SGS 于装货港签发的品质及重量检测报告正本
          (D) 保险单正本
          (E) 产地证书正本
8.14 within 7 calendar days after the loading, seller will send the original non-negotiation
    copy of B/L to buyer by express mail.
         卖方于装船完毕 7 个工作天内,将提单副本原件(非议付副本)一份用特快专递寄交买方。
8.15 The Seller’s Chartered Vessel may arrive at the designated load port with slops in one
     or two tanks. It is the sole and exclusive option of the Seller to perform LOT (Load On
     Top) procedure or keep said amount of slops segregated from the incoming cargo. In
     the event of any LOT procedure, Seller will arrange that said tanks containing the slops
     would be sampled separately.
      买方的租船可能会多出一两箱油到达指定装载港。卖方的唯一选择是进行LOT (领先装 载)程序
      或者从货物中隔离所述多余量。 卸货港开出发票的理由之一是真实符合合同规定数量和质量。

CLAUSE 9 - INSPECTION: QUANTITY AND QUALITY DETERMINATION
                 (检验, 确定数量/质量)
9.1 Seller and Buyer mutually agree that an internationally recognized first class
    Independent Surveyor Company SGS shall be appointed at both designated loading
    and discharge ports, to assess the quality and quantity of the cargo according fee, the
    inspection costs to be shared 50% Seller and 50% Buyer as per the surveyor’s invoice.
      买卖双方同意于装载港指定一家国际认可的独立检验公司,按照规定对商品数量和质量 进行检
      验。卖方将依据检验发票支付所有检验费用. 若经卖方同意, 买方指定其检验员, 则费用由买方
      承担。
9.2      Quantity and quality assessments, conducted by the appointed Surveyor Company,
         shall be in accordance with methods and procedures usually used in the oil industry
         practice, and however, at all times, shall strictly comply with the revised ASTM/IP
         International standards and procedures enforced at the date of compliance.
      对于商品数量和质量的评估检验, 须由指定检验公司按照石油市场通常方法和程序进行操作.
      然而, 任何操作须严格遵循修订的ASTM/IP国家标准和程序。
9.3 For converting volumes, from observed to standard temperature, and volumes to
    weight, ASTM tables, latest revised edition, have to be used.
      须使用ASTM制表最新修订版来换算计量,遵守标准温度,重量。
9.4 The assessed quantity will be used for computing the amount to be paid to the Seller,
    applying the price as per the contract.
      每艘货船装油量须由检验员于装载港装载结束后估算,以海岸线为基础, 或按照本协议 书9.5
      条中另外规定。
9.5 In the event of an inaccuracy with the devices used to measure the quantity received at
    the discharge port (failure of flow meters, meter banks and / or other devices) then
    manual shore tank measurement shall be applied. If the Surveyor has reason to believe
    that the shore tanks are not calibrated in accordance with the ASTM Standards and
    procedures, then ship’s figures TCV (Total Calculated Volume); applied with a valid
    V.E.F. (Vessel Experience Factor) shall be used to compute the delivered quantity of

Seller                               Buyer                                               -7-
     the current batch. In the event that the Surveyor reports from the loading port do not
     agree with the surveyor from the discharge port (per Clause 9.1 herein), the Buyer and
     Seller shall appoint an independent Surveyor at the expense of the Buyer.
     若卸货港测量数量的工具出现问题(无法计算流量, 班克斯表或其他装置), 应使用手动 油罐测
     量。 若发生以上事件, 检测员根据ASTM标准和流程手动测量油罐,货船整体 TCV(总测量
     值),有效应用VEF(货船体验因素), 用来计入当批货物的数量中。
9.6 The assessed quantity and quality at discharge port by CIQ will be used for computing
    the amount to be paid to the seller, applying the price as per the contract.
    以卸货港的中国商检局(CIQ)检验出来的数量和质量结果作为付款依据。

CLAUSE 10 – INSURANCE (保险)
10.1 Seller, at his own expense, shall procure a policy with a first class Marine Insurance
     Institute to cover the 110% (One Hundred and Ten Percent) of the value of the cargo.
     The insurance policy will cover all risks of loss or damages to said cargo, including
     war, hijacking, explosion etc. from the time the cargo has passed the ship’s manifold
     flanges at the discharging port. A copy of the said policy is to be submitted to BUYER.
     卖方自费办理一份航海规定保险契约,本保险金为船货价值的110% (百分之一百十) 本保险包
     含任何遗失或损坏风险, 包括战争,抢劫,爆炸等, 保险从商品于装载港越过船舷至甲板即
     刻开始。
10.2 Marine Insurance will cover all risk, of loss or damage to said cargo, including war,
     hijacking, explosion etc. until cargo commences to pass the ship’s manifold flanges at
     the discharge port.
     本保险包含任何遗失或损坏风险, 包括战争, 抢劫, 爆炸等, 保险从商品于卸货港越过船舷
     至岸即刻结束。

CLAUSE 11 - PERFORMANCE BOND (PB) (履约保证金)
11.1 The Seller’s Bank, will Swift into the beneficiary’s bank account nominated by the
     Buyer, an Irrevocable, Non-Transferable, Performance Bond Two Percent (2 %) to the
     buyer’s Bank .
     卖方银行须签出2%的不可转让履约保证金给买方银行。
11.2 The format of the Performance Bond shall be in accordance with the latest ICC
     URDG458 (International Camber of Commerce Uniform Rules for Demand
     Guarantee).
     履约保证金的形式须遵照最新 《国际商会见索即付保函统一规则》(ICC URDG458)。
11.3 In the event of Non-performance by the Seller, the Seller’s PB will be called up by the
     Buyer and the seller will instruct his bank to issue a new PB within a period of 24
     (twenty-four) hours having the same tenor as the previous one. Should this be the
     case, all future payments due by the Buyer will be suspended until such a time that the
     new PB has been placed.
     如果卖方没有履行合同, 卖方的履约保证金将被买方收取。 如买方同意继续执行合同, 卖方在
     24 小时内,通知其银行开出一份与原先一样的履约保函。在这种情况下,买方对卖方的一切付
     款将暂时中止直到新的履约保函开始生效。

CLAUSE 12 - NON-PERFORMANCE (违约制裁)
12.1 Should either party fail to comply with any of their obligations to the other party
     related to the contract, then the suffering party will have the option to declare non-
     performance against the defaulting party.

Seller                             Buyer                                                -8-
     若一方不能根据合约向另一方履行其义务。则受损方有权宣布不履行义务的一方违约。
12.2 Failure by either party to take against the other, in case of the other party’s non-
     compliance with obligation or conditions set forth with this contract, shall not of the
     same or other obligations or conditions.
     一方若无法履行对另一方的义务,若一方符合义务的非作法或由于本契约声明的情 况,不作为
     弃权声明书解释, 不得提出上诉。

CLAUSE 13 - CLAIMS (索赔)
13.1 Any claims that either party may have, due to an occurrence, has to be submitted to the
     other party with in a period of TWO (2) months from the date of that occurrence.
     任何一方提出索赔,须在本事件发生后两个月之内通知另一方。
13.2 In the event that the quality of any one of the delivered batches fails to comply with the
     contractual specification, then the Buyer shall have the option to accept the said batch
     at a lower price being negotiated and accepted by the buyer, prior to the
     commencement of the discharge operations.
     在卸货前, 任何一批交货的商品品质若不能符合合同的详细规格, 则买方有权以经协商 同意的
     低价买进本批商品。
13.3 After getting the CIQ report, the sulphur content, density, movement viscosity,
     distillation range such as four indicators failed to meet the quality standard stipulated
     in the contract, the buyer can reject or ask for low prices as compensation. Other test
     parameters were poor indicators in Annex A for more than 10% of the parameters,
     consultation by both parties. Other test parameters were better than Annex A
     parameters, are negligible.
     到港经CIQ(中国商检)机构复检,含硫量、密度、运动粘度、馏程等四项指标未能达到本合
     同规定的质量标准,买方可以拒收或者要求降低价格作为补偿。其他被检验参数在劣于附件A
     的指标参数10%以上时,由双方协商解决,优于本约定则忽略不计。
13.4 If within Thirty (30) calendar days from date of discharge of vessel, the Buyer fails to
     inform the Seller confirming the non-compliance, the commodity will be deemed to
     have been accepted by the Buyer, and the Seller will accept no claim.
     若在卸货后三十(30)天内, 买方没有确认通知卖方商品不符合规格, 则认为买方接受 本商品, 卖
     方不再接受任何通知声明。
13.5 All claims will be executed in writing and both parties agree to acknowledge such
     claims by written acceptance thereof.
     所有索赔必须以书面形式,并且经双方同意签名.

CLAUSE 14 - TAXES, OBLIGATIONS AND IMPORT (税金,义务和进口)
14.1 The Seller shall pay all and any taxes, duties, related to the performance of this
     contract and collected up to the nominated loading port.
     卖方应支付履行合同期间及货物抵达卸货港之前发生的全部税款。
14.2 The buyer shall pay all and any taxes, duties, related to the performance of this
     contract and collected at the discharge port.
     买方应支付履行合同期间及货物在卸货港时产生的全部税款。

CLAUSE 15 - LIABILITY EXEMPTIONS (责任免除)
15.1 Neither the Parties shall be liable for failure to perform, any or all of the provisions set
     out in this Agreement if the performance has been delayed, hindered or prevented by
     any reason outside the control of the defaulter even though the responsible party
     exercised due diligence.
     除去无法抗拒的原因,任何一方均应按照合同规定履约。

Seller                               Buyer                                                  -9-
15.2 When such failure, or delay, is caused by force Majeure being any event, occurred by
     circumstance reasonably beyond the control of that party, including without prejudice
     to generality of the forgoing failure or delay caused by or resulting from Acts of God,
     strikes, Fire, Floods, Wars (whether declared/undeclared), riots, destruction of
     embargoes, accidents, restrictions, quotas on by any Governmental authority (including
     allocation, requisitions, quotas and price controls).
     若无法履约或延迟履约是由于环境原因, 不在双方的控制范围内, 视为不可抗力造成, 包括
     下列各项: 天灾,罢工,火灾,洪水,战争,(无论通知与否), 暴乱, 原料毁灭, 延期, 暂停
     或不利天气, 禁止船只出入的危险港口,意外事故, 政府限制(包括分配, 要求, 限额和价钱
     控制)。
15.3 No reduction or suspension in the deliveries or receipt of Fuel Oil due to any of the
     reasons set forth above, shall extend the term of this contract or terminate the same.
     However, any of the aforementioned circumstance(s) persist for more than thirty (30)
     days.
     由于任何原因使得在交付或者收到油过程中未降价或者暂停,将延长这份合同的时期或者结
     束,然而, 双方可以对另一方通过书面通知结束这份合同,若受难当事人对违 约原因不赞同, 将
     有权要求损害赔偿。
15.4 The certificate issued in original by the competent recognized authority should be
     deemed as sufficient proof for the claim force Major and duration.
     公认的主管局所开出的原始证明将被作为不可抗力造成延期的证明

CLAUSE 16 - APPLICABLE LAW (适用法律)
16.1 This Agreement shall be interpreted in accordance with the laws of the People`s
     Republic of China.
     本合同由中国法律解释。

CLAUSES 17 - BREACH (违约)
17.1 Subject to clause 15 herein, In the event failure by the seller or Buyer to comply with
     any of the obligation assumed under this contract, shall entitle the other party, without
     prejudice to any other or recourses available to it, to consider such failure as breach of
     this contract and to terminate the same, or to unilaterally suspend its performance until
     such failure is corrected, and in both cases, may claim direct damages for the breach of
     this contract.
     根据第15条, 如果在遵循这份合同任何义务的情况下, 卖方或者买方无法履行义务,将 授权
     另一方,不损害其他可提供的任何义务,认为无法履约违反了这份合同或者停止合同,或者单
     方面延期直至双方修正结束, 可根据合同要求损害赔偿费。

CLAUSE 18 – ARBITRATION (仲裁)
18.1 All disputes arising in connection with the present contract shall be settled in an
     amicable way firstly. Should the parties reach no agreement, and then the case shall be
     brought for final settlement under the rules of conciliation and arbitration of the china
     international economic and trade arbitration commission by one or more arbitrators
     appointed in accordance with the said rules and Chinese laws. Cost and attorney’s fees
     to born by the losing party.
     本协议所发生的或与本协议有关的一切争议, 各方应通过友好协商解决。如无法协商解决,任
     何一方可将争议提交中国国际经济贸易仲裁委员会按照该会现行的仲裁规则和中国法律进行仲
     裁,败诉方承担起诉和律师费。


Seller                              Buyer                                                - 10 -
18.2 Each Party shall appoint one Arbitrator who in turn will appoint a third Arbitrator.
     Nothing in the agreement shall be construed to prevent any Court having jurisdiction
     from issuing injunctions, attachment orders or orders for other similar relief in aid of
     any arbitration commenced by the Arbitrator(s) may entered in any Court having
     jurisdiction hereof.
     双方各委任一名仲裁者, 在协议里的没有任何解释可以阻止任何有审判权的 法庭发布的命令,
     仲裁者授权的判决可计入具有审判权的法庭。
18.3 Neither party shall fail to comply in a timely way with the obligations of this part to be
     performed in pursuant to this contract even though a dispute may have been arisen and
     preceded into arbitration.
     仲裁期间,双方将继续履行本协议中的义务不受仲裁的管辖。
18.4 Finding as assessed by the designated third Arbitrator, without any possibility of
     recourse, will final and binding on both parties.
     由委任得第三名仲裁员最终裁决,仲裁的判决将最终对双方具有约束力。

CLAUSE 19 - SPECIAL CONDITION (特殊规定)
19.1 Buyer warrants that it has exerted and shall continue to exert its best efforts to avoid
     any action, which might be in any manner detrimental to Seller’s interest in the
     negotiation, execution and performance of this contract.
     在本合同的协商, 执行和履约中, 买方保证尽力不发生任何有损卖方利益的事件。
19.2 The parties hereby agree that all terms, which are not specifically confirmed and
     agreed upon in this contract, have to be referred to the general rules of the ICC
     INCOTERMS Edition 2000 with latest amendments.
     双方在本同意,本合同中无特别确认的所有条款必须遵守国际商会《2000年国际贸易术语解释
     通则》最新修订本中基本规则。
19.3 The delivery schedule must report the dates of shipments, names of vessels (if not
     available it will be sufficient to state “ TBN” -To Be Nominated) and the quantity to be
     loaded.
     交货时间表须写明货船日期,油轮名(若不提供,则写为 “TBN” 状态指定船舶), 和装载量。
19.4 CONFIDENTIALITY NON-DISCLOSURE/ NON-CIRCUMVENTION
     机密性, 不可泄漏/不可欺骗
19.4.1 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.
         签约双方在本接受和同意遵守国际商会规则,在合约期间彼本尊重,不欺骗,不泄密。
19.4.2 To include but not limited to the Buyer, Seller, their agents, mandates, nominees,
       assignees, and all intermediaries party to this agreement/contract.
         本合同机密性包括买方, 卖方,他们的代理商,授权人,委任方, 代理人和所有中间人。
19.4.3 This agreement shall be kept in the strictest confidence between them for at least
       Five (5) years from the date hereof.
         双方严格保密本协议书,于本起至少五(5)年。
19.4.4 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 No 3 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). After signing the present contract all previous
       negotiations and correspondence between the Parties in this connection will be


Seller                              Buyer                                                 - 11 -
         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.
         任何一方在执行合同之中,在得到对方同意的情况下,转让本合同的买卖权利及其义务给第
         三方。一旦本合同正式签立之后,以前有关双方类似交易文件自动终止。如果卖方因为任何
         原因无法执行合同,违约保证金将交付买 方。
19.5 DOCUMENTS
     文件
19.5.1   A full set of 3/3 originals plus 3 N/N copies of Ocean Bill of Lading made out ¡
         Clean on Board¡ marked ¡ Freight Pre-Paid¡ . The B/L to be signed in original by
         the ship’s Master and “bank” issued or endorsed for the destination, identification
         of the loaded cargo with quantity expressed in Metric Tons(MT) at 60 degrees
         Fahrenheit.
         一套提单,3/3原本及3 N/N 复印件, 船单上印有 “清洁已装船” 及标记 “运费已付”,提单
         正本由船长签名, 空白处签出或标明目的地,证明装载货物 在60华氏度下公吨数。
19.5.2 Original quantity and quality certificates plus two (2) copies as issued at loading
       port by an Independent Surveyor Company SGS.
         由买卖方指定的独立检验公司于卸货港签出的商品数量和质量证明,原本和复印件两(2)
         份。
19.5.3 Certificate of Origin plus two (2) copies countersigned by a local Chamber of
       Commerce.
         由当地商会签发的原产地证书原件外加2份复印件。
19.5.4 Signed commercial invoice based on the delivered quantity/quality as determined
       by clause 9.4 of this contract.
         根据本合同9.4条款,在运输货物的数量和质量的基础上签发商业发票。
19.5.5 Any other documents pertaining or related to the current trip duly signed by the
       authorized persons, including certificate of Insurance, (1 original plus 3 copies),
       confirmed original SGS report at the loading port, all loading details including
       loaded quantity, quality, and B/L date will be faxed directly to the Buyer prompt
       after completion of loading from loading port. Third party documents are
       acceptable by the Buyer for full payment to Seller.
         由船长于装载港发出的准备就绪通知, 原本及复印件三(3)份,为最终代表根据 本合同9.4中
         所确定的交货的数量/质量,所签名的贸易发票, 写明船期,船名,卸货量和交货状态,保
         险契约,载港收取标准样本原件和复印件三(3)份任何其他与当前合同有关的文件须由买方
         适时的认可金融公司签出确认付款的金融证明。 买方允许第三者文件以作为支付全部款额
         给卖方。

CLAUSE 20 - LAYCAN-LAYTIME-DEMURRAGES (装卸权利 -装卸时间 - 滞期费)
20.1. LAYCAN
     装卸权利
20.1.1 Seller and Buyer hereby agree on a quarterly delivery schedule specifying the
       Laycan’s at Buyer designated discharge port(s) per each single batch to be
       delivered.
         买卖双方在此同意详细季度交货时间表, 在买方指定卸货港每一批商品的装卸货权利。
20.1.2   Each fifteenth (15th) day of the third (3rd) month of the current quarter, the next
         quarterly delivery schedule shall be agreed upon by parties.
         双方须在当前季度的第三个月的15日协商通过下一个季度的交货时间表。
20.1.3   Laycan’s at Buyer’s designated port(s) to be fixed with three (3) days range.
         买方指定卸货港的卸货权利固定为3天范围。
20.2 LAYTIME

Seller                              Buyer                                                - 12 -
     卸货时间
20.2.1   Buyer warrants that Seller’s nominated vessel(s) will be allowed to discharge her
         cargo within seventy-two (72) free running hours SHINC, plus six (6) hours NOR,
         and however, maintaining at the ship’s manifolds an average discharge pressure of
         not more than ten (10) kilograms per square centimeter (kg/cm2).
         买方保证卖方所指定货船允许卸货时间在72小时内, 星期天和节假日包括在内,加上6小时
         准备就绪的时间。然而,维持船平均压力不得超于十千克 每平方厘米(10KG/CM2)。
20.2.2   Notice of readiness (N.O.R) shall be given, on ship’s arrival at the Buyer’s
         designated discharge port(s), by the ship’s master to Buyer and/or Agent, by radio,
         cable or by hand, at any time including Saturdays, Sundays and holidays.
         当货船即将到达买方指定卸货港, 船长须通过无线电或电报通知买方或者代理 商告知其已
         经准备就绪。 通知时间不限定,包括星期六,星期天和节假日。
20.2.3   Laytime shall commence upon the expiration of six (6) hours after tender of notice
         of readiness, or upon vessel being all-fast in berth, whichever is earlier.
         卸货时间从发出准备就绪通知后, 六小时准备时间结束开始计算, 或者停泊处货船速度很
         快, 则选择快的那一个时间。
20.2.4   Time spent for customs/health/port authority formalities, Pilotage from anchorage
         area to berth, mooring, or crossing river mouth, shall not to count as laytime.
         海关/健康检验/港务局仪式所花费时间,以及从锚地从停泊处, 或通过江口的引水时间不计
         入装卸货时间。
20.3 DEMURRAGES
     滞期费
20.3.1   Demurrages at both load and discharge ports, if any and if not caused by Buyer’s
         nominated discharge terminal, will be paid by the Seller to the Buyer at sight, at
         first and simple written request. Conversely, if demurrages have been caused by
         the Buyer’s discharge terminal, then the corresponding amount shall be borne by
         the Buyer to be paid to the Seller at sight, at first and simple written request. Time
         shall not count against playtime or if the vessel is on demurrage, or demurrage
         when spent or load.
         双方装载港和卸货港滞期费,如果卖方在买方指定卸货港发生逾期,则由卖方收到第一次
         简单书面要求后立即支付给买方,相反的,若逾期发生在买方的卸货港,相应责任由买方
         负责,由买方收到第一次简单书面要求后立即支付给卖方。
20.3.2   Demurrages amount shall be computed at the Chartered party rate. For this
         purpose, Seller shall provide the Buyer with a copy of the original Charter Party.
         滞期费根据租船契约比率估算,卖方须提供买方一分租船契约原本的拷贝件。
20.3.3   Demurrages will be based on daily rate or pro-rata thereof.
         滞期费按照租船契约每日比率为基础。
20.3.4 If the vessel arrives at the discharge terminal ahead of the range of days in
       accordance with clause 20.1.3, such notice shall only be effective as from 00.01
       hours on the first of these days, unless the discharge terminal begins to discharge
       the vessel before such time. In the case of the vessel arriving later than the range of
       days accepted, the discharge terminal will use its best efforts to minimize the delay
       to discharge. However, in such cases, LAYTIME will only start to count upon the
       vessel being all-fast in berth.
         若货船于20.1.3条中规定时间提前到达卸货港,通知仅在前三天00.01小时有 效,除非卸货
         港在本时间前让货船开始卸货。若货船晚于规定时间到港,卸货港会发挥最高效率,减少
         卸货的延误。然而,若本情况发生,装卸货时间将仅仅启动于货船在停泊港快速的情况
         下。


Seller                             Buyer                                                 - 13 -
CLAUSE 21 - LETTER OF INDEMNITY (AS PER ANNEX C) (赔偿保证书)
21.1 In case the Seller is not able to deliver to the Buyer in due time the set of original bills
     of lading of each cargo’s batch, and then the Seller has to provide the Buyer with a
     hard-copy of letter of indemnity to temporarily missing original bills of lading.
     若卖方无法在规定时间内将装载的每批货物原本单据交货于买方,则卖方须提供买方一分赔偿
     保证书的硬拷贝作为缺少原本单据的临时装载单。
21.2 Wording of this letter of indemnity to be acceptable to the Buyer and shall cease to
     have effect upon presentation of the original bills of lading.
     本赔偿保证书的措辞须由买方接受,至装载原始单据生效起结束。
21.3 In the event of unusual circumstances, which prevent the Seller from presenting to the
     Buyer the original bills of lading within a sixty (60) days period, the Seller agrees to
     provide the Buyer and the Buyer agrees to accept a second and subsequent letter of
     indemnity covering the cargo batch in question.
     如发生特殊情况,为防止卖方原始装载单据于60天内到达买方处,卖方同意提供买方,买方同
     意接受第二份并发赔偿保证书作为货物问题回复。

CLAUSE 22 - ASSIGNMENT (委任)
22.1 Seller/Buyer may at any time assign this contract or its total or partial performance
     hereof to any other Company, which assumes the obligations of the Seller/Buyer under
     the terms of the assignment. Formal notice of the assignment shall be rendered to the
     other party.
     于本,买卖双方在任何时间签订本和约须对对方公司履约双方接受买卖双方委任的条约。
22.2. The Buyer/Seller, express indicating thereon the assignee’s address. The assigning
     party must have written permission from the assigned party approving the new partner.
     委任的正式通知须呈递至买卖双方,清楚写明代理商地址。以前的代理须遵守另外一方的详细
     资料,并且书面同意。

CLAUSE 23 – GENERAL (概要)
23.1 This agreement contains the entire understanding between the parties with respect to
     the transactions contemplated hereby and can only be amended by a written agreement.
     Any prior agreement, written or verbal is deemed merged herein and shall be
     superseded by this agreement.
     这一协议包括在当事人之间关于预期的交易的不可分割的谅解,并且只能根据书面协议来赔
     偿。任何先前的协议无论书面或口头都被认为是并入在本的并且都应被这个协议所取代。
23.2 This agreement may be executed simultaneously in two (2) or more counterparts, each
     of which shall be deemed to be an original.
     这一协议都应同时在两个或更多的副本中生效。每个副本都应被认为是原始的。
23.3 The article and other headings in this agreement are for convenience only and shall not
     be interpreted in any way to limit or change the subject matter of this agreement.
     本协议中的条款和其他标题都只是为了便利并不能通过任何翻译方法来限制或控诉本协议中的
     主题。
23.4 All signed appendices, annexes and supplements shall constitute an integral part of the
     present contract.
     所有签了名的附属、附加、补充条款都应是目前合同的组成部分。
23.5 With the exception of cases specifically mention in the present contract, neither party
     may be held liable for indirect limited losses resulting from non performance of the
     obligations hereunder.
     除了目前活动中提及的特殊案例,任何一方当事人都应负上对不执行本合同规定的职责所造成
     的有限间接损失的责任。

Seller                               Buyer                                                 - 14 -
23.6 Conditions that have not been specified in the present contract shall be governed by
     INCOTERMS and subsequent amendments related to CIF basis to discharge ports.
     本合同中未能详细说明的情况应被国际商会国际贸易术语解释通则和后继的涉及CIF基于内部
     出口税和产品数量、质量指定的出料港口。
23.7 EDT (Electronic document transmission) shall be deemed to be valid and enforceable
     in respect of the provisions of this contract. Either party shall be in a position request a
     hard copy of any previous electronic transmitted document.
     EDT(电子文档传输)应当被认为在关于这合同的规定中是有效的和可实施的,任一方有权要
     求一份先前的电子传输文档的拷贝。
23.8 Both parties agree that the signed and sealed fax or EDT copies of the contract are
     fully binding and enforceable until the hard copy of contract will be exchanged courier.
     双方都认可传真以及电子文挡传输都具有同等效力。
23.9 Grammatical mistakes, typing errors, if any, shall not be regarded as contradictions.
     无论是语法错误还是打字错误,都不能被认为是反驳的理由。
23.10 Any information contained herein shall be kept confidential, and shall not be
     subsequently disclosed to third parties or reproduced in any way, except to third parties
     who are necessary to the implementation of The Agreement.
     本协议中的包含的信息都应保密且随后不能被透露给第三方或以任何方法复制。

CLAUSE 24 – SELLER AND BUYER LEGAL ADDRESS

SELLER (卖方)
COMPANY 公司:
REPRESENTED BY
代表:
TITLE 头衔/职位:
ADDRESS 地址:
PHONE 电话:
FAX 传真:
E-MAIL 邮箱地址:

AND
BUYER (买方)
COMPANY 公司:
REPRESENTED BY
代表:
TITLE 头衔/职位:
ADDRESS 地址:
PHONE 电话:
E-MAIL 邮箱地址:

CLAUSE 25 BANK DETAILS OF THE SELLER & BUYER 卖方和买方银行资料

25.1 BUYER’S BANK DETAILS 买方银行资料
BANK NAME (银行名称):
BANK ADDRESS (银行地址):

Seller                               Buyer                                                 - 15 -
ACCOUNT NUMBER (账号):
ACCOUNT NAME (账户名称):
SWIFT CODE (SWIFT号):
BANK OFFICER (银行官员):
TEL NUMBER ( 电话):
EMAIL (电邮):
INTERMEDIARY BANK
SWIFT CODE (SWIFT号):
CORR. ACCOUNT NO.

25.2 SELLER BANK:卖方
BANK NAME (银行名称):
ADDRESS OF BANK (银行地址
):
ACCOUNT NUMBER (账号):
ACCOUNT NAME (账户名称):
SWIFT CODE (SWIFT号):
BANK OFFICER (银行官员):
TEL NUMBER (电话):
EMAIL (电邮):
INTERMEDIARY BANK
SWIFT CODE (SWIFT号):
CORR. ACCOUNT NO.

CLAUSE 26 - ATTACHMENT OF THE CONTRACT (合同附件)
ANNEX A - Specification of the product Fuel Oil GOST 10585-75 M100 材质单
ANNEX B - Schedule of the deliveries of the goods 交付货物时间表
ANNEX C - Letter of Indemnity (SAMPLE) 赔偿保证书(样本)
ANNEX D - Shipping Contract Confirmation 运输合同确认
ANNEX E - Destination Port(s) Confirmation 目的港确认
ANNEX F - Non-Circumvention & Non-disclosure Working Agreement
买方与卖方的保密协议文本格式

CLAUSE 27 – CONCLUSION
The Agreement is compiled in 4 (Four) originals of 32 (Thirty two) pages including 8
(Eight) ANNEXES, with each parties retaining 2 (Two) originals. Until the exchange of
originals, the Parties agree the signed stamped copies of the Agreement will be in full force
and effect. Parties hereby confirm and accepted that the Contract sent by facsimile or by
scanned e-mail, accepted as an original.

CLAUSE 28 – VALIDITY OF CONTRACT
This contract shall be valid as and when Buyer accept and signed, seal and delivered with 10
(Ten) days from date hereof.

Dated On this date: 2011.

Seller                             Buyer                                               - 16 -
BUYER 买方
COMPANY 公司:
REPRESENTED BY
代表:
Stamp and Signature
盖章和签字
DATE日期:

SELLER 卖方
COMPANY 公司:
REPRESENTED BY
代表:
Stamp and Signature
盖章和签字


DATE 日期:




Seller                Buyer   - 17 -
ANNEX A
Specification of the product Fuel Oil GOST 10585-75
M100 材质单
COMPONENT                                                       RESULT
1. Ash content, not more %                                      0,14
2. Mass fraction of sulphur, not more % - low ¨ sulphur ¨ 0,5
    residual ¨ oil
3. Temperature of the flash, not less şC in the closed crucible
   In the open crucible deg. C                                  110 min
4. The temperature of solidification, not higher deg. C         25
5. Kinematics viscosity                                         118 max
6. Water content                                                0.5%
7. Mechanical impurities                                        Lower than 0.1%
8. Acidity                                                      Lower than 5 mg KOH/ 100ml
9. Alkalinity                                                   nil
10. Gross Calorific Value Kcal/kg / KJ/kg                       Min9700/41300
11. Density at 15.0 deg. C Kg/l                                 0.8900-0.9200
12. Hydrogen Sulfide Content (H2S) pom                          0.5 max
13. Carbon Residua                                              Lower than 7%
14. Vanadium (V) ppm                                            23
15. Aluminum (Al) ppm                                           5
16. Silicon (Si) ppm                                            12
17. Nickel (Ni) ppm                                             29
18. Aspartames m/m                                              3.6%
19. Distillation @4 mm Hg
    Extracted to 760 mm Hg
    Initial Boiling Point deg. C                                216
    5% recovered deg. C                                         259
    10% recovered deg. C                                        310
    20% recovered deg. C                                        358
    30% recovered deg. C                                        445
    40% recovered deg. C                                        502
    50% recovered deg. C                                        534
    60% recovered deg. C                                        538
    75% recovered deg. C                                        545
    80% recovered deg. C                                        -
    95% recovered deg. C                                        550
    Final Boiling point deg. C                                  560
    Percent Recovered vol                                       78%
    Residue vol                                                 22%
    Total Nitrogen m/m                                          0.192%
20. Sodium (Na) ppm                                             15




Seller                             Buyer                                               - 18 -
ANNEX B

DELIVERY SCHEDULE FOR THE FIRST 12 MONTHS
TO BE AGREED BETWEEN THE PARTIES 货物交付时间表


          NO    MONTH           YEAR   SHIPMENT     QTY
          01                           50.000 x 2   MT
          02                           50.000 x 2   MT
          03                           50.000 x 2   MT
          04                           50.000 x 2   MT
          05                           50.000 x 2   MT
          06                    2011   50.000 x 2   MT
          07                    2011   50.000 x 2   MT
          08                    2011   50.000 x 2   MT
          09                    2011   50.000 x 2   MT
          10                    2011   50.000 x 2   MT
          11                    2012   50.000 x 2   MT
          12                    2012   50.000 x 2   MT
          Total                        1,200,000    MT

TO BE MUTUALY CONFIRMED BY BOTH PARTIES




Seller                  Buyer                             - 19 -
ANNEX C


LETTER OF INDEMNITY 损害补偿保证书 (SAMPLE)



WE REFER TO CARGO OF _________ METRIC TONS OF _____________ DISCHARGED ON
BOARD THE VESSEL __________AT THE PORT OF ____________ (DESTINATION PORT,
COUNTRY 目的港、国家) PURSUANT TO BILL OF LADING DATED 根据提单日期 ___________

ALTHOUGH WE HAVE SOLD AND TRANSFERRED THE SAID CARGO TO YOU, WE
HAVE BEEN UNABLE TO PROVIDE YOU WITH THE FULL SET ORIGINAL BILL OF
LADING AND OTHER SHIPPING DOCUMENTS COVERING THE SAID SALE.

IN CONSIDERATION OF __________ PAYING FOR YOUR ACCOUNT TO US THE FULL
PURCHASE AMOUNT OF USD ___________ (UNITED STATES DOLLAR 美 元
________________), WE HEREBY EXPRESSED WARRANT THAT WE HAVE
MARKETABLE TITLE, FREE AND CLEAR OF ANY LIEN OR ENCUMBRANCE TO SUCH
MATERIAL AND THAT WE HAVE FULL RIGHT AND AUTHORITY TO TRANSFER SUCH
TITLE AND EFFECT DELIVERY OF SUCH MATERIAL TO YOU.

WE FURTHER AGREE TO MAKE ALL REASONABLE EFFORTS TO OBTAIN AND
SURRENDER TO YOU AS SOON AS POSSIBLE THE FULL SET ORIGINAL BILL OF
LADING AND OTHER SHIPPING DOCUMENTS, AND TO PROTECT, INDEMNIFY AND
SAVE YOU HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES, COSTS AND
EXPENSES WHICH YOU MAY SUFFER BY THE REASON OF THE ORIGINALS BILL OF
LADING AND OTHER SHIPPING DOCUMENTS REMAINING OUTSTANDING, OR
BREACH OF THE WARRANTIES GIVEN ABOVE INCLUDING, BUT NOT LIMITED TO
ANY CLAIMS AND DEMANDS WHICH MAY BE MADE BY A HOLDER OR TRANSFEREE
OF THE ORIGINAL BILL OF LADING AND OTHER USUAL SHIPPING DOCUMENTS, OR
BY ANY OTHER THIRD PARTY CLAIMING AN INTEREST IN OR LIEN ON THE CARGO
OR PROCEEDS THEREOF.

THIS INDEMNITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE ENGLISH LAW AND ALL DISPUTES, CONTROVERSIES OR CLAIMS ARISING
OUT OR IN RELATION TO THIS INDEMNITY ENGLISH COURTS THEREOF SHALL
DECIDE THE BREACH, TERMINATION OR VALIDITY.

THIS LETTER OF INDEMNITY SHALL BE EXPIRE UPON TENDERING THE ORIGINAL
BILL OF LADING AND OTHER SHIPPING DOCUMENTS ISSUED IN CONFORMITY WITH
THE TERMS AND CONDITIONS OF LETTER OF CREDIT NUMBER ISSUED 信用证号 FROM
_________________________.

YOURS SINCERELY,




Seller                     Buyer                                     - 20 -
ANNEX D
Shipping Contract Confirmation 运输确认合同


Shipping Contract Confirmation:

This is to certify that we __________________________ do have in place a contract of a
freight agreement for the carriage and safe delivery of __________ from per month with
____________________ company 公 司 ________________________________ to assist
_____________to deliver in a timely and efficient manner from of
____________________per month as specified in the sale and purchase contract No.
__________ (交易号码 Transaction No __________ ) between __________ and (买方
姓名 Buyer’s name).




Seller                            Buyer                                          - 21 -
ANNEX E
Destination Port(s) Confirmation 目的港确认

From                 per month of               for __________ (Country name).
To be shipped to the above port of destination by                      Vessel minimum
metric tons per shipment.

Cargo split as follows:

Total                     per month

To 1st Safe port 第一安全港口, _________ (Country name 国家名)

To 2nd Safe port 第二安全港口, _________ (Country name 国家名)


Always safely alongside & always safely afloat.


(Signature and seal 签字盖章)                               (Signature and seal 签字盖章)




Seller                            Buyer                                         - 22 -
ANNEX F

NON-CIRCUMVENTION & NON-DISCLOSURE WORKING AGREEMENT

This “agreement” incorporates by reference the standards of the International Chamber of
Commerce (ICC), Paris, France, on Non-Disclosure, Non-Circumvention and Working
Agreements ¨ including Privacy, Confidentiality and Cooperation. It shall bind each
signatory (“Party”) for five (5) years after execution regardless of the success of any
specific transaction, and shall automatically extend to a new term of five (5) years from the
start of any roll, extension, renewal or additional transaction between the principals. To
achieve the mutual benefits of cooperation, each Party understands that:

Whereas, each Party recognizes the valuable proprietary rights which each has established,
and that it is in the best interests of each to protect and preserve such rights as have been
attained, maintained, developed, serviced and accomplished by each prior to this
Agreement, and,

Whereas, the President of the United States, in signing HR3723 on October 11, 1996, has
authorized this Agreement by giving corporations the right to declare their contracts, clients,
internal procedures and information and the transactions they engage in as corporate or trade
secrets fully protected under the economic and industrial espionage laws of the U.S.A. and
the International Economic Community.

Therefore, each Party signing this Agreement agrees to abide by the following terms and
conditions:

Each Party agrees to not circumvent any other Party, e.g., to avoid proper payment of fees
or returns to a Party or to exclude a Party from proper participation, even for a rational
reason (to facilitate a deal or to avoid losing a deal). Each Party agrees to not contact, or
attempt to contact, directly or indirectly, any “Confidential Contact” of any other Party, or
use any ¡ Confidential Information¡ provided by any other Party, or disclose any of said
information to anyone or entity, without a real need and the consent of said other Party for
each such contact, use or disclosure, and then only after an agreement on fees. Each Party
agrees to keep private ¨ and protect from leaks into the public domain ¨ any and all
privileged and other Confidential Information concerning any of the Parties or their
activities. Each Party agrees to be responsible for compliance with this paragraph by any
“Sub-Party” (partner, subsidiary, agent, employee, etc.) of his or hers who has not signed
this Agreement. Each Party hereby agrees that the terms and conditions of this Agreement
shall be binding upon and enforceable by his or her heirs, executors, administrators, trustees,
wards, guardians, transferees and assigns in the event of his or her death or temporary or
permanent mental or physical incapacity.

All documents and information provided by each principal Party shall be true and accurate
representations of facts.

Each principal Party agrees to indemnify and hold harmless all other Parties and their
transactions, intermediaries, financial sponsors, lenders, insurance companies, guarantors,
borrowers, principals, clients, joint venture partners, stock share owners, business

Seller                              Buyer                                                - 23 -
associates, officers, employees and assigns against all claims, demands, liabilities, causes or
actions and expenses, including attorney fees and court costs incurred, relating to, arising
out of or in connection with that Party’s negligence, omission, misrepresentation,
malfeasance, fraud, breach of contract, default, willful misconduct, bad faith or violation of
any city, state, county, province, federal or international law, regulation, ordinance or
stature.

Each Party holding a Confidential information document owned by another Party agrees to
promptly comply with a request by the owning Party to return or destroy the document and
agrees to not retain any part of it in any form or in any medium (computer or fax file, etc.) ¨
and the owning Party shall be the final authority on the use and disclosure of said
information and its removal from all media.

Parties violating this Agreement shall be liable for payment to the non-violating Parties all
gains from the violation plus liquidated damages plus any additional amount required by a
Settlement. Any Party injured by a violation shall be entitled to compensation of at least the
scheduled amount from each transaction involving the violating Party plus all costs and any
liquidated damages agreed to or awarded. In any proceeding under this Agreement, each
injured Party shall be entitled to reasonable attorney fees in addition to any other entitled
relief. If any Party violates this Agreement, each party shall be entitled to injunctive relief to
restrain the violations. A waiver by a Party of a violation by a Party shall not change this
Agreement or be construed as a waiver of any subsequent violation and shall not affect the
rights or remedies of the Parties. If any part of this Agreement is found to be invalid or
unenforceable, the remainder shall continue in full force and effect.

This Agreement shall be construed and enforced under the applicable laws and regulations
of the Country and State where the respective Parties reside and the rules and regulations of
the ICC. Each Party agrees to participate in good faith negotiations toward resolution of any
dispute, claim, controversy or other matter. Each Party agrees that if a matter is not
resolved within 30 calendar days by the Parties themselves, it shall be submitted for
settlement by binding arbitration in accordance with the Non-circumvention & Non-
Disclosure and Working Agreement rules and regulations of the ICC. The arbitration will
comply with and be governed by the Reconciliation and Arbitration rules of the ICC for
complex arbitration, in a venue “chosen by the plaintiff Party” where the ICC maintains a
division for hearing complex arbitration.

This Agreement is subject to the Economic and Industrial Espionage Law of the
International Economic Community. Any disclosure not authorized herein or under
applicable law of the names, identities, bank coordinates or other key information regarding
such transactions, or any of the details thereof, may be deemed to be a felony, making the
violator subject to Criminal Prosecution.

Each Party affirms that he or she reads the English Language and understands the wording
and content of this Agreement, and hereby represents and warrants that he or she or it has
the full legal, Corporate, Trust and/or Individual authority necessary to enter into this
Agreement, and is doing so with the intent to be legally bound hereby and to bind any
involved entity via the applicable Corporate or Trust resolution, and that every Party hereto
or any other interested party or entity may rely upon the representations in this paragraph

Seller                               Buyer                                                  - 24 -
without requiring further proof, unless requested. Each Party warrants that there is no legal
suit, action, investigation, arbitration, or legal, administrative or other proceeding pending
or threatened against him or her as a Party which would affect his or her ability to perform
his or her obligations under this Agreement. Each Party neither affirms to be an independent
contractor relative to each other Party and not an agent or employee of any other Party nor
connected to any entity for monitoring, regulating, compliance or a related function.

Each Party affirms under penalty of perjury that all of his or her representations made herein
are true. A Party shall not be in violation of this Agreement due to 1) possessing
Confidential Information and/or Confidential Contacts obtained independently of any other
Party or 2) acts of God, natural disasters, civil disturbance, etc.

The spirit and intent of this Agreement is one of mutual trust, cooperation and reliance of
each on the others to perform as expected and to conduct business in a fair and equitable
manner.
This Agreement may be signed in counterparts and sent in any form, and all counterparts
together, in any combination of original and alternate forms, shall constitute one legal
binding Agreement that shall be protected as Confidential Information by each party and
shall not be disclosed without authorization. Any revision of the Agreement must be in
writing and signed by all parties.

SIGNATURES FOR ENTIRE NCND WORKING AGREEMENT
The parties have executed this NCND Working Agreement and ¡ Receipt of a Copy of this
entire Agreement is Hereby Acknowledged¡ (All parties please initial prior pages).

PARTIAL INVALIDITY:
The illegality, invalidity or non-enforceability provision of this document under the laws of
any jurisdiction shall not affect its legality, validity or enforceability under the law of any
other jurisdiction or provision.

GOVERNING LAW AND JURISDICTION:
This document shall be governed by and construed in accordance with current English or
ICC. 500 signed between partners NCNDA laws.

ARBITRATION:
All parties agree to refer any disputes between the parties arising out of, or in connection
with this Agreement, including any questions regarding its existence, validity or termination
to arbitration in accordance with the arbitration rules of the International Arbitration Centre
(I.A.C.). The appointed Arbitrator shall hold the proceedings in any country chosen by the
parties and the rules of the I.A.C. shall apply.

All arbitration proceedings shall be conducted in English Language. The tribunal shall
consist of one (1) arbitrator to be appointed by the President of the (I.A.C.).

The arbitrator shall have the authority to render his award on the basis of equity principles
consistent with the explicit terms of this agreement. Such awards shall include a decision
binding upon the parties, directing them to take or refrain from taking specific action with
respect to the matter in dispute or disagreement.

Seller                              Buyer                                                - 25 -
Any award and decision taken by the Arbitrator shall be final and binding on all parties and
the parties hereby exclude any right of application or appeal to any court in connection with
any question of law arising in the course of arbitration or in respect of any award made. All
parties shall accept all decisions of the tribunal as being final and binding.

This Agreement is issued, agreed and accepted by the Seller and the Buyer as the Master
Fee Protection Agreement, hereby recording names and amounts of each and every
Company, individual alike, who have contributed to the successful conclusion of the
described transaction and in doing so are entitled to an apportionment of commissions set
aside within this transaction.

This document is signed and accepted by parties named below as to be included in the main
Contract.

BUYER 买方
COMPANY 公司:
REPRESENTED BY
代表:
Stamp and Signature
签字盖章

DATE 日期:

SELLER 卖方
COMPANY 公司:
REPRESENTED BY
代表:
Stamp and Signature
签字盖章
DATE 日期:




Seller                             Buyer                                               - 26 -

								
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