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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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