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This Agreement (“The Agreement”) made on this 20th. day July 2010 by Seller, __________________ and Buyer, __________________________ .
此协议在此由：xxxxx，法人代表: xxxx先生(以下称为卖方)与xxxx，法人代表：xxxxx（以下称为买方）：
SELLER Company Name : Registered Add. : Malaysian Tel No. : Malaysian Fax No.: Email : Represented By : Title : (Hereinafter referred to as the “SELLER”) (以下简称卖方) And:
BUYER Company Name : Registered Add. : Telephone No. : Email : Represented By : Title : (Hereinafter referred to as the “BUYER”) (以下简称卖方)
(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 公吨
A measure of weight equivalent to one thousand kilogram mass (1,000 Kg)
重量计量单位, 相当于一千千克 (1,000kg)
Commodity
商品
Is “Russian 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.
称为 “Russian fuel oil MAZUT M100 GOST 10585-75” (MAZUT 100), 在此协议书中也称为 “商品或M100” 此商品详细规格书在附件 “A” 中, 是此协议书中完整的部分
Day
日
Means a Calendar day, unless differently specified.
除非特殊说明,否则为历法日 为阳历月
Month
月份
Means a Gregorian calendar month.
Period of three (3) consecutive months starting from 1st January, 1st April, 1st July or 1st October.
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.
Calendar Quarter
季度
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
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ASTM
The Agreement to the latest revised edition with amendments in force to date.
Out-turn
美国材料实验协会, 此协会得到国际认可, 标准已被批准, 是在石 油工厂被运用的一种实验和程序. 在此协议中确认为至今为止最 后修订的版本.
产量
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.
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
提单
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.
为官方文件,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, 此文件需由船只负责人在原版 文件上签名,并且与此协议之后的详细说明填写一致.
Discharge Terminal
卸货点
The safe port/berth designated by the Buyer as final receiving destination.
安全港口或停泊处, 有买方指定最终收货点.
CIF
C.I.F.
Cost, Insurance and Freight strictly as referred to in the interpretations defined by the INCOTERMS Edition 2000 with latest amendments.
到岸价格, 在 INCOTERMS2000 最后修订版中被严格定义.
Banking Day Delivery Date
交货期
Any day on which the bank opens for business in jurisdiction where the SELLER and BUYER are located.
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
由买卖双方接受的日期, 此日期为国际认可的检查公司在买方指定 的最终交货点对商品的数量和质量进行检测.
此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 买方此日期.
Execution Date Proof of Product
执行日期
The date on which the Seller and the Buyer receive their respective faxed copies of this agreement, or as may be indicated otherwise in The Agreement.
Documentation to be provided by the Seller to the Buyer through refinery holding bank.
由卖方通过银行向买方银行提供此证明文件,并且需由银行确认.
商品证明
International
# SGS ? Societe Generale de Surveillence #
Independent
Laboratory:
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)
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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提到的商品.
CLAUSE 2 - COMMODITY (货品)
2.1 Russian 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 - Russian Fuel OIL MAZUT M100 GOST 10585-75,
详细规格书见附件A, 并作为此协议的完整部分.
CLAUSE 3 – QUANTITY (数量)
3.1. The total contractual quantity of the commodity sold and purchased under this agreement is 3,600,000
Metric Tons (Three Million Six Hundred Thousand Metric Tons) with a variation of plus/ minus (5%) five percent at Seller?s option. This specified quantity is equivalent to 300,000 Metric Tons (Three Hundred Thousand Metric Tons) per Month to be repeated up to Twelve (12) consecutive calendar months.
此协议销售和购买的商品总数量为12个月3,600,000MT (3,600,000公吨), 在卖方的差异数量为加减百分之五,可循环可增加,规定的数量相当于一个月提供300,000MT, 每月300.000MT.按照条款4每月连续供货. 交货期按照附件B “交货日期表”.
3.2. Seller and Buyer hereby agree to deliver and accept the above quantity in partial shipments, with reference
to provisions set out in clause 8.
买卖双方在此同意以上数量的货物可分批装船, 参照条款 8.
3.3 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B交货日期表.
3.4 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.
此合同持续时间为十二(12)个月, 并且是按照以下条款和规定连续的十二(12)个月.
4.2 The first delivery shall take place within Forty Five (45) calendar days from the date accepted Buyer?s
financial instrument.
第一次交货日期为收到买方金融文件后45天内.
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 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查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.
在此合同的整个期间, 卖方须按照附件A详细的规格书保证商品的质量, 此规格说明书为本协议的重要组成部分.
CLAUSE 6 - PRICE (价格)
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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 Russian M100 Fuel oil shall be pegged for Twelve (12) months at United Sates DollarsThree hundred and forty (USD340.00) per Metric Ton CIF/ Tianjin Port of China.
6.2 The Buyer undertakes to nominate the discharge port(s) as to any Safe Main World Ports, and shall be
discharged at XXXXXXX Port, China.
买方指定中国____________ 港口为卸货港. 此协议中的价格须为美元支付.
? 此价格为十二个月合同固定价格每公吨(USD340.00/ MT.), CIF到中国xxx.
6.3 The price referred to throughout this agreement to be paid in US Dollars.
CLAUSE 7 - PAYMENT & BANKING PROCEDURES (付款方式 及银行程序) 7.1 PAYMENT (付款方式) 7.1.1 Payment shall be secured by an Irrevocable, Confirmed, Assignable and Unconditional Bank Guarantee (BG). This Bank Guarantee (BG) shall be issued for the value of One Month Shipments? Quantity. (Bank Guarantee Verbiage is attached herewith in Annex C)
付款方式 不可撤消，确 认，无 条 件 的 BANK GUARANTEE (BG), BANK GUARANTEE (BG)为一个月船期金额
7.1.2 For each and every delivered shipment, payment shall be made by Buyer against Telegraphic Transfer (TT) within 7 (Seven) Banking days after CIQ/ SGS inspection together with the presentation with the relevant shipping documents duly approved by the advising Bank at the discharge Port.
买方在货到卸货港，CIQ/SGS 商检7天以内 连同 所需的相关文件通过银行交单后,需 接T.T. 付款到卖家的帐户。
7.1.3
Third Party documents shall be acceptable to the issuing Bank.
买方银行应认可第三方文件
7.2 BANKING PROCEDURES (银行程序) 7.2.1 Seller/Seller?s representative issues the Draft Contract to the Buyer. 卖方或者卖方代表向买方发出合同草本。
7.2.2
7.2.3
Buyer/Seller review, negotiate the Draft Contract and upon final agreement sign, seal, and sends the Contract to the Seller along with Buyer?s full Banking Details.
买卖双方在草合同签字盖章并附上银行详细信息。
Upon execution of the Contract by both parties, Buyer?s Bank, within 14 (Fourteen) Banking days, shall provide the MT799 of the Bank Guarantee (BG as per Appendix G) via “Swift” transfer to Seller?s Bank, This MT799 of the bank Guarantee shall be issued for the value of 1 (One) month contractual value
正式签署后，买方 银行须在7个银行工作日内以 MT799 先发银行保证单 Bank Guarantee 预告书给卖方银行。
7.2.4
Seller ?s Bank, upon receipt and verification of the Buyer?s MT799 of the Bank Guarantee (BG), within 14 (Fourteen) Banking days, shall post the 2% Performance Bond (PB as per Appendix D) of the Bank Guarantee (BG) value to the Buyer?s Bank ;
卖方银行在收到买方银行 MT799 银行保证单 Bank Guarantee 预告书后，须在7个银行工 作日内开出正式的2% 履约保函给买方银行。
7.2.5
Buyer?s Bank, upon receipt and verification of the Seller?s Performance Bond (PB), shall within 14 (Fourteen) Banking days, provide the MT760 of the Bank Guarantee to the Seller?s Bank ;
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7.2.6
7.2.8
买方银行在收到买方银行2%履约保函后，须在7个银行工作日内 SWIFT 正式的行保函MT760）给卖方。
Seller?s Bank, upon receipt and acceptance of the Buyer?s MT760 of the Bank Guarantee , shall forward the confirmation of the Proof Of Product (POP) to the Buyer?s Bank, This Proof Of Product (POP) shall be confirmed via Bank to Bank ;
卖方银行在收到银行保函（MT760）后，须在7个银行工作日内 有货证明 Soft Proof of product 给买方银行。 卖方按照合同要求交货.
The Seller shall perform delivery as per Contract.
7.2.10
The payment for each and every delivered shipment will be made within 7 (Seven) 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.
买方在货到卸港，CIQ 7 天以内连同所需的相关文件通过银行直接付款到卖家的帐户。
7.2.11 The hard Copies of the Proof Of Products Documents shall be forwarded directly from the refinery
concerned to the Buyer?s Bank within 7 (Seven) Banking days upon receipt and verification of the Buyer?s MT760 for the full contractual of 1 (One) month contractual value of the Bank Guarantees, this said hard Copies of the Proof of product Documents shall be issued under the Buyer?s Name as follows :-,
卖方提供供货证明。包括：
? Copy of license to export, issued by the ministry of energy. ? Copy of approval to export, issued by the ministry of justice. ? Copy of statement of availability of the product.
货源备妥的证明； 炼油厂出具的货源确认信；
俄罗斯司法部出具的允许出口的批文影印件； 俄罗斯能源部出具的出口许可证影印件；
? Copy of the refinery commitment to produce the product. ? Copy of Transneft contract to transport the Product to the Port ? Copy of the Port Storage agreement
装港储存合同；
产品在俄内陆运输至装货港的运输合同影印件；
? Copy of the charter party agreement(s) to transport the product to discharge port. ? Charter Party Agreement tie-up with Transneft contract as Delivery term is CIF
海运合同和装港储存合同为CIF 产品将运至买方卸货港的海运合同 。
CLAUSE 8 - DELIVERY
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) XXX PORT, the Shipping Contract Confirmation in Annex H, and the Destination Port(s) Confirmation in Annex I.
卖方保证以CIF方式履行商品交货,在海关内于买方卸货港根据数量和质量分配卸货.
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
根据条款7 卖方在收到买方的银行保证函后30天内开始装第一批货。 买方根据附件B的交货时间表指定卸货港.
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8.3 Buyer shall specify the discharge port(s) in accordance with the approved monthly delivery schedule.
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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规定买卖双方在此确认每月交货量允许有5%的溢短装。
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 to notify the Buyer of the full-chartered ship?s particulars (general dimensions, cargo system
arrangement maximum unloading capacity rate, cargo tanks 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.
卖方须通知买方详细租船信息.(大概尺寸,货船系统安排,最大卸载量,货轮98%装载容量,各种尺寸和船上可利用的缩图),此信息须在买方指定油轮前至少五天提供给买方,以保证遵守买方的卸货港规定. 根据协商的时间表,卖方保证商品及时到达卸货港
8.7 Seller shall ensure timely arrival of the ship to the discharge port in conformity with the approved schedule. 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.
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.
8.10 Seller?s chartered vessel(s) shall arrive at the loading port with her tanks in a prepared state for fitness and
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, 气流, 船上的货量.
CLAUSE 9 - INSPECTION: QUANTITY I QUALITY DETERMINATION (检查, 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查公司, 按照规定对商品数量和质量 进行检查.卖方将依据检查发票支付所有检查费用. 若经卖方同意, 买方指定其检查员, 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
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compliance.
对于商品数量和质量的评估检查, 须由指定检查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查员于装载港装载结束后估算. 以海岸线为基础, 或按照此协议 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 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.
CLAUSE 10 – INSURANCE (保险)
10.1 The Seller with full corporate authority, under the penalty of perjury, certifies and warrants, and makes an
irrevocable firm commitment to sell and deliver 550,000 Metric Tons (Plus/ Minus 5%) per month.
卖方全力配合执行合同按时交货每月供货 550,000MT。
10.2 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, 此保险金为船货价值的110% (百分之一百十) 此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.
10.3 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.
此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) AS PER ANNEX D (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) as per Annex D.
履约保证金的形式须遵照最新ICCURDG458 (国际商会需求保证统一规则)
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.
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若卖方无法履约, 买方有权向卖方索取履约保证金, 卖方将通知其银行在二十四(24) 小时内开具一份与之前相同的新的履约保证金. 若发生此情况, 买方有权延期支付费用直至新的履约保证金生效.
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.
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此契约声明的情 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，须在此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 同意的低价买进此批商品.
13.3 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货品不符合规格, 则认为买方接受 此商品, 卖方不再接受任何通知, 声明.
所有索赔必须以书面形式，并且经双方同意签名.
13.4 All claims will be executed in writing and both parties agree to acknowledge such claims by written
acceptance thereof.
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。
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:
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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 Gas 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 United Kingdom.
此合同由英国法律决定其有效性, 解释或履约.
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 International Chamber of Commerce in London, England, by one or more arbitrators appointed in accordance with the said Rules.
若发生与本合同有关的纠纷,首先友好协商.若双方无法达成协议,则应提请国际商会并在英国伦敦指定一位或多位仲裁人按国际商会的 “商务仲裁规则” 作最终裁定.
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。仲裁由伦敦法庭(英国)或者瑞士法庭(瑞士)执行.
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，双方将继续履行此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.
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在此合同的协商, 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.
双方在此同意此合同中无需特别确认的所有条款必须遵守ICC国际商会国际贸易 2000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.
签约双方在此接受和同意遵守国际商会规则,在合约期间彼此尊重,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.
此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.
双方严格保密此协议书于此起至少五(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 F 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 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 US Barrels at 60 degrees Fahrenheit and Metric Tons.
一套提单，3/3原本及3 N/N 复印件, 船单上印有 “船上整洁” 及标记 “已付船款”. 船单正本由船长签名, 空白处签出或标明目的地, 证明装载货物 在60华氏摄氏度下US桶 数和公吨数.
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查公司于装货港签出的商品数量和质量证明, 原本和复印件两(2)份. 当地商会确认的证明原本和两(2)份复印件.
19.5.3 Certificate of Origin plus two (2) copies countersigned by a local Chamber of Commerce. 19.5.4
Signed commercial invoice based on the delivered quantity/quality as determined by clause 9 of this contract.
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根据 本合同条款9中所确定的交货的数量/品质, 所签名的贸易发票为最终代表根据
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 写明船期, 船名, 装货量和交 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. 买方允许第三者文件
CLAUSE 20 - LAYCAN-LAYTME-DEMURRAGES (装卸货权利 -装卸货时间 - 逾期费) 20.1. LAYCAN (装卸货权利)
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
20.1.3
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.
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 (卸货时间)
20.2.1 Buyer warrants that Seller?s nominated vessel(s) will be allowed to discharge her cargo within
One hundred & Twenty (120) 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 120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, pilot age from anchorage area to berth,
mooring, or crossing river mouth, shall not to count as laytime.
停泊处, 或江口, 海关/健康检查/港务局仪式所花费时间, 停泊点领航员年龄, 不计入装卸货时间.
20.3 DEMURRAGES 逾期费
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
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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逾期费，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.
逾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 20.3.4
Demurrages will be based on daily rate or pro-rata thereof.
逾期费按照租船契约每日比率为基础。
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，除非卸货港在此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，若此情况发生，装卸货时间将仅仅启动于货船在停泊港快速的情况下。
CLAUSE 21 - LETTER OF INDEMNITY (AS PER ANNEX E) (赔偿保证书)
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.
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.
此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.
于此，买卖双方在任何时间签订此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)
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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完整的谅解，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此的并且都应被这个协议所取代。
23.2 This Contract is drawn up in English, and translated in Chinese that will come into effect upon signature. Should eventual disputes arise, only the English text will be legally recognized.
23.3 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. 内容以英文为主，英文为法定语文
23.4 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.
此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此协议中的主题。
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 All signed appendices, annexes and supplements shall constitute an integral part of the present contract. 23.6 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此合同规定的职责所造成的有限间接损失的责任。
23.7 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.
此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。
23.8 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。
23.9 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。
23.10 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。
23.11 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.
此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 – BANK DETAILS (银行资料)
24.1 SELLER’S BANK (For Receiving the MT799 and MT760) Bank Name : Bank address :
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Account Name : Account No. : Tel No : Fax No : + SWIFT Code : Bank Officer :
24.2 SELLER’S BANK (For Receiving Payment via MT103 as per Appendix J) Bank Name : Bank address : Account Name : Account No. : Tel No : Fax No : SWIFT Code : Bank Officer :
24.2 BUYER’S BANK Bank Name : Bank address : Account Name : Account No. : Tel No : Fax No : SWIFT Code : Bank Officer :
CLAUSE 25 – ATTACHMENT OF THE CONTRACT (合同附件)
? ANNEX A – Specification of the product Russian Gas 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 – Text format of Bank Guarantee MT760 银行付款保函MT760的正文形式 ? ANNEX D – Text format of Performance Bond 保证金合约正文 ? ANNEX E – Letter Of Indemnity (SAMPLE) 赔偿担保书的正文
? ANNEX F – Non-Circumvention & Non-disclosure Working Agreement 买方与卖方的保密协议正文 ? ANNEX G – Bank Guarantee Via Swift MT799 银行付款保函 预告书 ? ANNEX H – Shipping Contract Confirmation ? ANNEX I – Destination Port(s) Confirmation
CLAUSE 26 – CONCLUSION
The Agreement is compiled in 4 (Four) originals of 26 (Twenty Six) pages including 9 (Nine) 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 27 – 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: 16th. August 2009
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BUYER
______________________________________ Name : Passport No. :
Designation : Director Date :
SELLER
____________________________________________ Name : Passport No. : Date : 16th. August 2009
Witness By :
_______________________________
Name : Passport No. : Date :
Witness By :
_______________________________ Name : Passport No. : Date : 16th. August 2009
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ANNEX A Specification of the product Russian Fuel oil GOST 105-85/75 (M100 材质单)
COMPONENT RESULT 0,14 0,5 110 min 25 118 max 0.5% Lower than 0.1% Lower than 5 mg KOH/ 100ml Nil Min9700/41300 0.8900-0.9200 0.5 max Lower than 7% 23 5 12 29 3.6% 216 259 310 358 445 502 534 538 545 - 550 560 78% 22% 0.192% 15 1. Ash content, not more % 2. Mass fraction of sulphur, not more % - low ¨ sulphur ¨ residual ¨ oil 3. Temperature of the flash, not less ?C in the closed crucible In the open crucible ?C 4. The temperature of solidification, not higher ?C 5. Kinematics viscosity 6. Water content 7. Mechanical impurities 8. Acidity 9. Alkalinity 10. Gross Calorific Value Kcal/kg / KJ/kg 11. Density at 20.0 deg. C Kg/l 12. Hydrogen Sulfide Content (H2S) pom 13. Carbon Residua 14. Vanadium (V) ppm 15. Aluminum (Al) ppm 16. Silicon (Si) ppm 17. Nickel (Ni) ppm 18. Aspartames m/m 19. Distillation @4 mm Hg Extracted to 760 mm Hg Initial Boiling Point deg. C 5% recovered deg. C 10% recovered deg. C 20% recovered deg. C 30% recovered deg. C 40% recovered deg. C 50% recovered deg. C 60% recovered deg. C 75% recovered deg. C 80% recovered deg. C 95% recovered deg. C Final Boiling point deg. C Percent Recovered vol Residue vol Total Nitrogen m/m 20. Sodium (Na) ppm Seller - 16 - Buyer
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ANNEX B
DELIVERY SCHEDULE FOR THE FIRST 12 MONTHS (货物交付时间表) TO BE AGREED BETWEEN THE PARTIES
MONTH YEAR SHIPMENT TOTAL QUATITY September 2010 300,000 Mts. Mts. October 2010 300,000 Mts. Mts. November 2010 300,000 Mts. Mts. December 2011 300,000 Mts. Mts. January 2011 300,000 Mts. Mts. February 2011 300,000 Mts. Mts. March 2011 300,000 Mts. Mts. April 2011 300,000 Mts. Mts. May 2011 300,000 Mts. Mts. June 2011 300,000 Mts. Mts. July 2011 300,000 Mts. Mts. August 2011 300,000 Mts. 3,600,000 Mts. Mts.
TO BE MUTUALY CONFIRMED BY BOTH PARTIES
NO 01 02 03 04 05 06 07 08 09 10 11 12 Total Seller - 17 - Buyer
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ANNEX C Text of Bank Instrument (银行单据文本)
SWIFT MT 760
Bank Guarantee N°: 银行单据号：
Name Issuing Bank: BANK (支付行名称：) Currency : US DOLLARS (货币类型：美元) Amount : $_ 00,000,000.00 (总金额 ) Issued at : (发行地点) Issuing Date : .. /... / 2010 (发行日期 ) Maturity Date : One Year & One month (有效日期 )
For the value received, We the undersigned, BANK hereby issue out irrevocable, confirmed, Assignable and Unconditional without protest or notification, promise to pay against this Bank Guarantee to the order of ……………………. the bearer or holder thereof, at maturity, the sum of USD000, 000,000.00 (United States Dollars …………. MILLION ONLY) in the lawful currency of the United States of America, upon presentation and surrender of this Guarantee at the counters of …………….. BANK.
(一旦收到货物，我方合同签署者，兹开出不可撤销的，可转让的，肯定的并没有任何抗议和通知，见票即付。由此持票人要在有效期内，给对方发出此保证单，美利坚和众国的法定货币，总额$--------- )
Such payment shall be made without set-off and free and clear of any deductions, charges, fees, or with holding of any nature presently or in the future, imposed, levied, collected, with held or assessed by the Government of the ………………. BANK, or any political subdivision or authority and therein and thereof.
This Bank Guarantee is subject to the Uniform Customs and Practice set forth by the International Chamber of Commerce Paris, France, latest revision of publication 458.
此支付没有任何 此银行单据须经国际商会巴黎，法国指定的联合国关税执行机构承认，并符合最新修订版458的要求。
This Bank Guarantee shall be governed by and shall be construed in accordance with the laws of __ (country of issue) __.
此银行单据的最终解释权将归于此银行所属国家 代表-------银行（发行行名称，地址）
For and on behalf of ……………………. BANK ( Name and Address of the Issuing Bank )
_____________________________ _______________________________ Authorized Officer. Authorized Officer
NOTE:
THE TEXT OF THE BG MAY VARY FROM BANK TO BANK BUT NOT IN ITS SUBSTANCE. IF SENT BY SWIFT, THIS INSTRUMENT WILL NOT BEAR BANK OFFICER SIGNATURES.
注意：
此文本根据银行的不同将有所不同，但不能违背其实质。如通过电传，不须银行职员的手签体。
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ANNEX D Text format of Performance Bond (保证金合约正文)
TO : (THE BUYER?S BANK)
BENEFICIARY
WE ARE INFORMED THAT M/S (HEREINAFTER CALLED THE SELLER) HAS ENTERED INTO A CONTRACT WITH YOUR CLIENT M/S. (HEREINAFTER CALLED THE BUYER), DATED ( xxxxxxx) 2006, CONTRACT NUMBER __________ FOR THE SUPPLY OF RUSSIAN FUEL OIL GOST 105-85/75 THAT A PERFORMANCE GUARANTEE OF TWO PERCENT (2%) IS REQUIRED, IN THE SUM OF US DOLLARS .. .000,00 ( US DOLLARS) FOR ______ SHIPMENTS OF METRIC TONS PER MONTH (+ 5 %), REVOLVING FOR THE ENTIRE DURATION OF THE CONTRACT AGREEMENT.
THEREFORE, WE, BANK , HEREBY ISSUE OUR GUARANTEE NO. __________________ AND UNDERTAKE TO PAY YOU ANY SUM OR SUMS NOT EXCEEDING IN AGGREGATE OF USD 000,00 ON RECEIPT BY US OF YOUR FIRST DEMAND IN WRITING ACCOMPANIED BY YOUR SIGNED DECLARATION STATING THAT THE AMOUNT CLAIMED IS DUE BY REASON OF THE SELLER HAVING FAILED TO FULFILL HIS OBLIGATION IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE ABOVE CONTRACT.
OUR GUARANTEE IS VALID UNTIL , 200x AND THEREAFTER AUTOMATICALLY REINSTATED FOR THE SAME PERIOD AGAINST SIMULTANEOUS RECEIPT OF ______________ REINSTATED MONTHLY LETTERS OF CREDIT FOR THE EACH FOLLOWING MONTH AND IS AVAILABLE BY PAYMENT AT OUR COUNTERS. ANY CLAIMS MUST BE RECEIVED BY US ON OR BEFORE THAT DATE, AFTER WHICH OUR LIABILITY TO YOU UNDER OUR GUARANTEE WILL CEASE AND OUR GUARANTEE WILL BE OF NO FURTHER EFFECT.
OUR GUARANTEE IS GOVERNED BY THE LAWS OF
YOURS FAITHFULLY,
SIGNATURE COUNTER SIGNATURE
Seller - 19 - Buyer
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ANNEX E LETTER OF INDEMNITY (SAMPLE)
WE REFER TO CARGO OF _________ METRIC TONS OF _____________ DISCHARGED ON BOARD THE VESSEL __________ AT THE PORT OF ____________ (DESTINATION PORT, COUNTRY) PURSUANT TO BILL OF LADING DATED ______________
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 _________________), 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 FROM _________________________
YOURS SINCERELY,
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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 HR 3723 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 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
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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 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:
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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.
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
________________________________________________ Represented by : Mr. Designation : Director Date :
Seller
___________________________________________ Represented by : Designation : Date :
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Annex G - BG VERBIAGE VIA SWIFT MT 799
From : ____________________ Bank To : Bank Guarantee No. : Currency Code : United States Dollar Date of Issue : Date of Expiry : Applicant : Beneficiary : Amount :
We herewith open our Bank Guarantee No. : _____________ as follows:
For value received by us, We, {Name of Issuing Bank}, hereby irrevocably and unconditionally without protest or notification promise to pay against this Bank Guarantee No.: in favour of
__________________________________, of ____________________________________ , on maturity date the sum of USD_____________________ (United States Dollars _____________________________ only) in the lawful currency of United States of America upon presentation to us of the original of this Bank Guarantee at our counters on maturity date, but not later than fifteen days after the maturity date.
Such payment shall be made without set-off and clear of any deductions, charges, fees or withholdings of any nature, now or hereinafter imposed, levied, collected, withheld or assessed by the Government of the Issuing Bank or any political subdivision or authority, thereof or therein.
This Bank Guarantee is assignable without presentation to us or payment of any transfer or assignable fee.
This Bank Guarantee is subject to the Uniform Rules for the Standby Letter of Credit under ICC Publication No. 458
This is an operative instrument and no mail confirmation will follow
For and on behalf of (the name of issuing bank)
____________________ _____________________ Authorized Officer Authorized Officer (Name and Title) (Name and Title)
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ANNEX H Shipping Contract Confirmation
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 ___________________________ to assist _____________to deliver in a timely and efficient manner from of ___________________________per month as specified in the sale and purchase contract No (Transaction No ) between and (Buyer?s name).
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ANNEX I Destination Port(s) Confirmation
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 : __________________ (Country name)
To 2nd Safe port : __________________ (Country name)
Always safely alongside & Always safely Afloat
(signature and seal) (signature and seal)
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APPENDIX J -
TEXT OF PAYMENT BY MT103/ 23 TELEGRAHIC TRANSFER PAYMENT MT103/ 23 (To be sent via bank to bank SWIFT MT103/23 output)
(Buyer?s Bank needs to provide the Text if the TELEGRAPHIC TRANSFER PAYMENT MT103/ 23)
Date : To : Seller?s name Bank : Seller?s Bank Bank Address : SWIFT Code : Account Name : Account No. : Bank Phone No. :
From : Buyer?s name Bank : Buyer?s Bank Bank Address : SWIFT Code : Account Name : Account No. : Bank Phone No. :
We, --- Buyer?s Bank name & Address ----- hereby present out irrevocable, transferable, assignable and callable cash-back SWIFT wire transfer in your favor for the account of -------- Seller?s Bank Account ------- and account number (Seller?s account number) in the amount of USDxxxxxxx (United States Dollars _________________ ) for payment (Product name & quantity)
We hereby confirm that the funds are good, clean and cleared funds of non-criminal origin and are from a legal this irrevocable SWIFT is a binding fully performed due bill and is immediately callable on us for cash payment subject to the Bank?s instruction for payment :-
COMMODITY : QUANTITY : CURRENCY : PAYMENT :
The conditional irrevocable, divisible, transferable, assignable and callable SWIFT wire transfer is valid for five (5)banking days from the XX th.day of 2010 and until the xx 2010 xxxxxx CENTRAL EURPEAN TIME (CET). This is an operative payment and is subject to the uniform Commercial Code as it relates to the Contract number : xxxxxxxxxx .
1. A full set of original clean on board ocean bill of lading 2. Commercial invoice
3. Original copy (ies) of quality and quantity certificate issued by CIQ at the discharging port.
For and on behalf of :
Bank Name
_____________________________________ Bank Officer(1) Title Direct Phone no. Passport No.
Seller
____________________________________ Bank Officer(1) Title
Direct Phone no. Passport No.
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