国际通用燃料油进口贸易规定合同(英文版)已经成交

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SALES CONTRACT
DATE: 19TH DECEMBER 2013
TO: ********** COMPANY
FM: ******* SINGAPORE PTE LTD
RE: OUR SPOT SALES OF MINIMUM 106,200 METRIC TONS TO MAXIMUM 118,000 METRIC TONS OF HSFO 380CST CIF ONE SAFE BERTH/PORT **** 港口 CHINA DURING DECEMBER 28, 2013 TO JANUARY 6, 2014 (BOTH DATES INCLUSIVE) OUR CONTRACT REF. ****** 合同号 (HEREINAFTER REFERRED AS ‘AGREEMENT’)
THIS CONTRACT IS MADE BY AND BETWEEN THE BUYER AND THE SELLER. THE BUYER AGREES TO BUY, PAY AND TAKE, AND THE SELLER AGREES TO SELL AND DELIVER THE UNDER MENTIONED PRODUCT ACCORDING TO THE TERMS AND CONDITIONS AS STIPULATED BELOW:
1. SELLER 卖方公司信息
2. BUYER 买方公司信息
3. PRODUCT 产品 燃料油 FUEL OIL
4. QUANTITY 数量
MINIMUM 106,200 METRIC TONS TO MAXIMUM 118,000 METRIC TONS AT SELLER'S OPTIONS
5. QUALITY 质量指标 CHARACTERISTICS DENSITY @ 15 C, KG/M3 KINEMATIC VISCOSITY 50C,MM2/S FLASH POINT, C POUR POINT, C CARBON RESIDUE, % (M/M) ASH, % (M/M) WATER SULFUR, % VANADIUM, MG/KG ALUMINIUM+SILICON, MG/KG
TOTAL SEDIMENT POTENTIAL
MIN MAX METHOD
0.991 ISO3675/12185/D1298-99R05/D4052
380 ISO 3104/D445
60
ISO 2719/D93
30
ISO 3016/D97
18
ISO 10370/D4530-03/D189
0.15 ISO 6245/D482
1.0 ISO 3733/D95
3.5 ISO 14596/8754/D4294
300 ISO 14597/IP 501/470
80
ISO 10478/IP 501/470/377/95(03)
0.10 ISO 10307-2/IP390(B)/D473
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ZINC MG/KG PHOSPHORUS, MG/KG CALCIUM MG/KG
15
IP501/470/377
15
IP501/500/377
30
IP501/470/377
A FUEL SHALL BE CONSIDERED TO BE FREE OF ULO IF ONE OR MORE OF THE ELEMENTS ZINC, PHOSPHORUS AND CALCIUM ARE BELOW OR AT THE SPECIFIED LIMITS. ALL THREE ELEMENTS SHALL EXCEED THE SAME LIMITS BEFORE A FUEL SHALL BE DEEMED TO CONTAIN ULO.
THE SELLER’S OBLIGATIONS WITH REGARD TO THE QUALITY OF THE PRODUCT SUPPLIED ARE LIMITED SOLELY TO SUPPLYING PRODUCT WHICH CORRESPONDS WITH THE DESCRIPTION AND ANY SPECIFICATIONS SET OUT IN THE CONTRACT.
THERE ARE NO GUARANTEES, CONDITIONS, WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, GIVEN IN RELATION TO THE QUALITY, MERCHANTABILITY, FITNESS OR SUITABILITY OF THE PRODUCT AND THE RESULTS TO BE OBTAINED FROM THE USE OF ANY OF THE PRODUCT, FOR ANY PARTICULAR PURPOSE OR OTHERWISE, WHICH EXTEND BEYOND THE DESCRIPTION OF THE PRODUCT AND ANY SPECIFICATIONS CONTAINED IN THIS CONTRACT.
6. DELIVERY 交货 DELIVERY TERM: CIF IN ONE CARGO LOT (AS PER INCOTERMS 2000 FOR CIF SALES) DISCHARGING LOCATION: ONE SAFE BERTH/PORT QINGDAO，CHINA DISCHARGING DATE RANGE: DECEMBER 28, 2013 TO JANUARY 6, 2014 (BOTH DATES INCLUSIVE)
SELLER’S NOMINATED VESSEL OR HER SUBSTITUTE SHALL BE SUBJECT TO BUYER’S AND DISCHARGING TERMINAL’S ACCEPTANCE (SUCH ACCEPTANCE SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED). IN ALL CASES, BUYER SHALL MAKE BEST ENDEAVOR TO ACCOMMODATE OR BERTH THE PERFORMING VESSEL UPON HER ARRIVAL WITH PRIORITY SEQUENCE AND WITHOUT ANY UNREASONABLE DELAY.
BUYER SHALL GIVE FULL WRITTEN DISCHARGE INSTRUCTION FOR THE NOMINATED DISCHARGE BERTH, TERMINAL AND PORT AT LEAST SEVEN (7) DAYS PRIOR TO THE ETA OF SELLER’S NOMINATED VESSEL AND SELLER SHALL NOT BE RESPONSIBLE FOR ANY DELAYS THAT ARISE DUE TO BUYER’S FAILURE TO DO SO.
BUYER SHALL BE RESPONSIBLE FOR: A) PROCURING A SAFE BERTH AT THE DISCHARGING PORT AT WHICH THE VESSEL CAN, WHEN FULLY LADEN, ALWAYS LIE AND DISCHARGE AFLOAT; AND B) PROCURING AND MAINTAINING IN GOOD WORKING ORDER ALL CONNECTIONS HOSES AND PIPES AND OTHER EQUIPMENTS NECESSARY TO DISCHARGE THE PRODUCT AT THE BERTH; AND C) ARRANGING FOR THE BERTHING AND UNBERTHING OF VESSEL.
7. INSURANCE 保险 MARINE INSURANCE COVERING THE VALUE OF THE PRODUCT TILL THE VESSEL’S ARRIVAL AT DISCHARGING PORT SHALL BE ARRANGED BY SELLER AT SELLER’S ACCOUNT.
8. PRICE 价格 THE UNIT PRICE SHALL BE EQUIVALENT TO THE ARITHMETIC AVERAGE OF THE MEAN OF EFFECTIVE QUOTATION FOR 'HSFO 380 CST' UNDER THE HEADING 'FOB SINGAPORE' AS PUBLISHED IN PLATTS ASIA PACIFIC/ARAB GULF MARKETSCAN FROM DECEMBER 01, 2013 TO DECEMBER 31, 2013 (BOTH DATES INCLUSIVE) PLUS A PREMIUM OF USD18.30 (UNITED STATES DOLLARS EIGHTEEN AND CENTS THIRTY) PER METRIC TON.
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ALL NON-PUBLICATION DAY(S) OF QUOTATIONS SHALL BE EXCLUDED. ANY OFFICIALLY PUBLISHED CORRECTION TO ANY OF THE RELEVANT QUOTATIONS SHALL BE TAKEN INTO ACCOUNT FOR THE PRICE CALCULATION.
THE FINAL UNIT PRICE SHALL BE CALCULATED TO THREE (3) DECIMAL PLACES AND THE FOLLOWING ARITHMETIC RULES SHALL BE APPLIED: (1) IF THE FOURTH DECIMAL PLACE IS FIVE (5) OR GREATER THAN FIVE (5), THEN THE THIRD DECIMAL PLACE SHALL BE ROUNDED UP TO THE NEXT DIGIT; (2) IF THE FOURTH DECIMAL IS LESS THAN FIVE (5), THEN THE THIRD DECIMAL PLACE WILL BE UNCHANGED.
ALL CHARGES (INCLUDING BUT NOT LIMITED TO TAXES, DUTIES, TARIFFS, IMPOSTS, PORT CHARGES, INSPECTION FEES) INCURRED AT DISCHARGING PORT SHALL BE FOR BUYER’S ACCOUNT.
9. PAYMENT 付款 PAYMENT SHALL BE MADE IN CNY (YUAN RENMINBI) FOR FULL INVOICE VALUE WITHOUT WITHHOLD, OFFSET, COUNTERCLAIM OR DEDUCTION BY AN IRREVOCABLE DOCUMENTARY LETTER OF CREDIT (L/C). AT THE COUNTERS OF SELLER’S DESIGNATED BANK WITHIN 180 DAYS FROM NOTICE OF READINESS (THE “NOR”) DATE AT DISCHARGE PORT (NOR DATE TO COUNT AS DAY ONE) AGAINST PRESENTATION OF SELLER'S ORIGINAL COMMERCIAL INVOICE AND OTHER NORMAL SHIPPING DOCUMENTS (OR EQUIVALENT) AGREED BY AND THEN AVAILABLE TO SELLER. THE APPLIED EXCHANGE RATE IS 6.40 CNY (YUAN RENMINBI) TO 1 USD (UNITED STATES DOLLARS).
INVOICE QUANTITY WILL BE BASED ON CIQ REPORT AS PER CLAUSE (13) OF THIS CONTRACT. SHOULD THE CIQ REPORT IS NOT AVAILABLE DURING AT THE TIME OF NEGOTIATION, A PROVISIONAL QUANTITY OF 118,000 METRIC TONS WILL BE APPLIED FOR INVOICING PURPOSES.
THE SELLER SHALL AS SOON AS PRACTICABLE ISSUE THE FINAL INVOICE THEREAFTER TO BUYER. ANY SHORTFALL IN PAYMENT DUE FROM THE BUYER TO THE SELLER SHALL BE SETTLED BY BUYER TO SELLER WITHIN THE IRREVOCABLE DOCUMENTARY LETTER OF CREDIT (L/C) WITHIN 180 DAYS FROM NOTICE OF READINESS (THE “NOR”) DATE AT DISCHARGE PORT (NOR DATE TO COUNT AS DAY ONE) AFTER RECEIPT OF THE FINAL INVOICE. REFUND OF OVERPAYMENT DUE FROM THE SELLER TO THE BUYER SHALL BE SETTLED BY TELEGRAPHIC TRANSFER REMITTANCE (T/T) WITHIN FIVE (5) WORKING DAYS AFTER SELLER’S RECEIPT OF THE CARGO PAYMENT AGAINST BUYER’S DEBIT NOTE. NO INTEREST SHALL BE PAYABLE FOR THE PERIOD BETWEEN THE PROVISIONAL PAYMENT DUE DATE AND THE FINAL PAYMENT DUE DATE.
FAILURE BY SELLER TO RECEIVE THE L/C IN GOOD ORDER ON OR BEFORE DECEMBER 23, 2013 SHALL CONSTITUTE A REPUDIATORY BREACH OF THIS CONTRACT GIVING SELLER THE RIGHTS TO WITHHOLD THE LOADING OR DISCHARGING OF THE PRODUCT UNTIL THE L/C IS RECEIVED IN GOOD ORDER AND FURTHER TERMINATE THIS CONTRACT AT SELLER’S OWN DISCRETION. ALL COSTS, EXPENSES, DAMAGES, LIABILITIES AND OTHER CONSEQUENCES DUE TO FAILURE OR LATE ISSUANCE OF THE LETTER OF CREDIT (INCLUDING BUT NOT LIMITED TO DEMURRAGE INCURRED AT LOADING PORT OR DISCHARGING PORT, LOSS OF PROFIT, LOSS FROM PRICE FALLING AND PRODUCT DEVALUING) SHALL BE FOR ACCOUNT OF BUYER. IN ADDITION TO ANY OTHER REMEDIES AVAILABLE TO SELLER HEREUNDER OR OTHERWISE, SELLER IS ENTITLED TO DEDUCT OR SET OFF ALL COSTS, EXPENSES, DAMAGES AND LOSSES (INCLUDING LOSS OF PROFIT, LOSSES FROM PRICE FALLING AND PRODUCT DEVALUING) DIRECTLY OR INDIRECTLY SUFFERED BY SELLER AS A RESULT OF BUYER’S FAILURE OR LATE ISSUANCE OF THE L/C, ALL AS DETERMINED AND CALCULATED BY SELLER AT SELLER’S SOLE DISCRETION, FROM OR AGAINST THE CASH DEPOSIT AND
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ADDITIONAL CASH DEPOSIT (IF ANY) REMITTED BY BUYER TO SELLER AS A SECURITY FOR BUYER’S PERFORMANCE HEREUNDER.
IN CASE ANY ORIGINAL DOCUMENTS ARE NOT AVAILABLE FOR PRESENTATION TO BUYER BEFORE OR ON THE PAYMENT DUE DATE, BUYER AGREES TO PAY THE SELLER AGAINST PRESENTATION OF SELLER’S COMMERCIAL INVOICE AND LETTER OF INDEMNITY (LOI) IN SELLER’S FORMAT (FACSIMILE OR PDF FORMAT SENT THROUGH EMAIL ACCEPTABLE).
IF PAYMENT DUE DATE FALLS ON A SATURDAY OR A PRC BANKING HOLIDAY OTHER THAN A MONDAY, PAYMENT WILL BE EFFECTED ON THE PRECEDING PRC BANKING DAY. IF PAYMENT DUE DATE FALLS ON A SUNDAY OR A MONDAY PRC BANKING HOLIDAY, PAYMENT WILL BE EFFECTED ON THE IMMEDIATELY FOLLOWING PRC BANKING DAY.
BUYER’S PAYMENT OBLIGATIONS UNDER THIS CONTRACT SHALL BE DISCHARGED ONLY TO THE EXTENT OF SELLER’S ACTUAL RECEIPT OF PAYMENT IN FULL INTO SELLER’S NOMINATED BANK ACCOUNT.
IN THE EVENT THAT PAYMENT COULD NOT BE SETTLED AGAINST SELLER'S INVOICE ON THE DUE DATE, THEN WITHOUT PREJUDICE TO THE APPLICATION OF ANY OTHER PROVISIONS HEREOF AND / OR TO ANY OTHER REMEDY AVAILABLE TO SELLER HEREIN OR OTHERWISE, BUYER SHALL PAY SELLER INTEREST ON THE OVERDUE AMOUNT AT THE PRIME LENDING RATE OF THE CURRENCY IN WHICH THE AMOUNT IS PAYABLE AS QUOTED BY JP MORGAN CHASE BANK, NEW YORK, ON THE DATE PAYMENT IS DUE PLUS 2% (TWO PERCENT) PER ANNUM, SUCH INTEREST TO RUN FROM (AND INCLUDING) THE DUE DATE UP TO THE DATE PAYMENT IS RECEIVED AND CREDITED TO SELLER'S ACCOUNT BY SELLER’S BANK. SUCH INTEREST SHALL BE PAYABLE TO SELLER ON DEMAND BY SELLER AND SHALL ACCRUE UNTIL PAYMENT NOTWITHSTANDING THE TERMINATION OF THE CONTRACT FOR ANY REASON WHATSOEVER. SUCH INTEREST SHALL IN NO CIRCUMSTANCES BE CONSTRUED AS AN AGREEMENT BY SELLER TO PROVIDE EXTENDED CREDIT AS A MATTER OF COURSE, AND IS IN ADDITION TO ANY OTHER RIGHTS OF SELLER ARISING OUT OF SUCH DELAY. THE AMOUNT OF LATE PAYMENT INTEREST PAYABLE TO THE SELLER SHALL BE GROSSED UP FOR WITHHOLDING TAX, IF ANY, SUCH THAT THE NET AMOUNT RECEIVED BY THE SELLER AFTER THE DEDUCTION OF ANY SUCH WITHHOLDING TAX SHALL BE EQUAL TO THE FULL AMOUNT OF LATE PAYMENT INTEREST DUE.
ALL BANK CHARGES AT THE BUYER’S BANK SHALL BE FOR THE BUYER’S ACCOUNT. ALL BANK CHARGES AT THE SELLER’S BANK SHALL BE FOR THE SELLER’S ACCOUNT.
10. CREDIT TERM 信用条款 IF (A) SUFFICIENT CREDIT FOR THIS AND OTHER PENDING TRANSACTIONS INVOLVING BUYER HAS NOT BEEN ESTABLISHED WITH THE SELLER’S CREDIT DEPARTMENT; OR (B) THE CREDIT LINE GRANTED BY SELLER’S CREDIT DEPARTMENT TO BUYER HAS BEEN EXCEEDED; OR (C) SELLER DETERMINES THAT THE FINANCIAL CONDITION OF BUYER OR BUYER’S AFFILIATES OR BUYER’S GUARANTOR (IF ANY) HAS BECOME IMPAIRED OR UNSATISFACTORY; OR (D) FOR ANY OTHER REASON SELLER DETERMINES IT NECESSARY TO OBTAIN ADEQUATE ASSURANCES OR ADDITIONAL ASSURANCES OF BUYER’S OR BUYER’S AFFILIATES’ FINANCIAL RESPONSIBILITY, SELLER MAY, IN ITS SOLE DISCRETION AND UPON NOTICE TO BUYER, REQUIRE BUYER TO PROVIDE SELLER WITH SATISFACTORY SECURITY FOR BUYER’S AND/OR BUYER’S AFFILIATES’ PERFORMANCE OF TRANSACTIONS.
SUCH SATISFACTORY SECURITY MAY INCLUDE BUT NOT BE LIMITED TO, AT SELLER’S OPTION, (I) PREPAYMENT OF PRODUCT; OR (II) AN IRREVOCABLE LETTER OF CREDIT (“L/C”) OR STANDBY L/C (IN FORMAT ACCEPTABLE TO SELLER) FOR PRODUCT ESTIMATED MAXIMUM VALUE OPENED PRIOR TO THE SCHEDULED DELIVERY OF PRODUCT BY A FIRST CLASS BANK ACCEPTABLE TO SELLER; OR
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(III) DELIVERY TO SELLER WITHIN 2 BANKING DAYS OF SELLER’S REQUEST OF A GUARANTEE FROM BUYER OR BUYER’S PARENT COMPANY OR ANY OTHER ENTITY AT SELLER’S DISCRETION IN A FORM AND SUBSTANCE SATISFACTORY TO SELLER; OR (IIII) REMITTANCE TO SELLER’S NOMINATED BANK ACCOUNT THE CASH DEPOSIT UP TO THE AMOUNT AND PRIOR TO OR ON THE TIME LIMIT DECIDED BY SELLER AT ITS DISCRETION, AS A SECURITY FOR BUYER’S PERFORMANCE OF ITS OBLIGATIONS IN FULL CONFORMITY WITH THIS CONTRACT. IN THE EVENT OF EACH MARKET FLUCTUATION (E.G. EACH PRICE FALLING OR INCREASING EXCEEDING 5% OF THE CONTRACT PRICE HEREUNDER OR THE ESTIMATED CONTRACT PRICE IF THE PRICING PERIOD ISN’T OVER), SELLER UNDER EACH CIRCUMSTANCE IS RESPECTIVELY ENTITLED TO REQUIRE BUYER TO RAISE ITS PERFORMANCE SECURITY BY FURTHER REMITTING TO SELLER’S NOMINATED BANK ACCOUNT THE ADDITIONAL CASH DEPOSIT AS DECIDED BY SELLER WITHIN TWO (2) WORKING DAYS AFTER SELLER’S NOTICE (THE DATE OF SELLER’S NOTICE TO BE COUNTED AS DAY ONE).
ANY COSTS OR CHARGES RELATED TO (I), (II), (III) AND (IIII) SHALL BE AT BUYER’S OWN ACCOUNT. NO INTEREST SHALL BE PAYABLE FOR THE PERIOD BETWEEN THE FIRST CASH DEPOSIT PAYMENT DATE AND THE FINAL CASH DEPOSIT RETURN DATE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY UNDER THIS CONTRACT OR ANY OTHER CONTRACT AND WITHOUT PREJUDICE TO ANY OTHER LEGAL REMEDIES AVAILABLE TO SELLER, IF BUYER FAILS TO PROVIDE THE SATISFACTORY SECURITY AS ABOVE PARAGRAPHS, SELLER IS ENTITLED TO AT ITS SOLE OPTION (A) SUSPEND ITS PERFORMANCE HEREUNDER; OR (B) TERMINATE THIS CONTRACT OR ANY OTHER CONTRACT, INCLUDING BUT NOT LIMITED TO SUSPENDING OR STOP OIL-SUPPLYING; OR (C) PROCEEDING AGAINST BUYER FOR COSTS, DAMAGES, DEMURRAGES, LOSSES FROM PRICE FALLING, PRODUCT DEVALUING AND OTHERS OCCASIONED BY BUYER’S FAILURE TO PROVIDE THE REQUESTED SECURITY.
11. LAYTIME 卸货时间 THE TOTAL LAYTIME ALLOWED TO BUYER FOR DISCHARGING BUYER’S CARGO AT DISCHARGING PORT SHALL BE 90 RUNNING HOURS SHINC, PRORATED FOR PART CARGO OR PART DAY.
LAYTIME SHALL COMMENCE UPON SIX (6) HOURS AFTER NOTICE OF READINESS IS TENDERED OR UPON THE VESSEL IS ALL FAST ALONGSIDE THE BERTH, WHICHEVER OCCURS FIRST, AND SHALL CEASE UPON DISCONNECTION OF HOSES AFTER COMPLETION OF DISCHARGING.
CONOCO WEATHER CLAUSE (AS AMENDED) TO APPLY: DELAYS IN BERTHING FOR DISCHARGING AND ANY DELAYS AFTER BERTHING WHICH ARE DUE TO WEATHER CONDITIONS SHALL COUNT AS ONE HALF LAYTIME OR, IF ON DEMURRAGE, AT ONE HALF DEMURRAGE RATE, EXCEPT FOR STS/LIGHTERING OPERATION WHERE TIME TO COUNT IN FULL WEATHER PERMITTING OR NOT.
AFTER HOSES OFF, MAXIMUM 3 HOURS FOR WAITING DOCUMENTATION SHALL BE FOR SELLER'S ACCOUNT, OTHERWISE SHALL BE FOR BUYER'S ACCOUNT.
IN CASE THERE ARE SEVERAL BUYERS AT SAME DISCHARGING PORT, THEN LAYTIME DEEMED TO BE USED BY THE BUYER UNDER THIS CONTRACT SHALL BE THE PROPORTION OF THE QUANTITY OF BUYER’S PRODUCT AGAINST THE TOTAL QUANTITY OF ALL BUYERS’ PRODUCTS DISCHARGED AT THE SAME DISCHARGING PORT MULTIPLIED BY ALL LAYTIME ACTUALLY USED BY ALL BUYERS AT THE SAME DISCHARGING PORT WHICH SHOULD COMMENCE UPON SIX (6) HOURS AFTER NOTICE OF READINESS TENDERED AT THE DISCHARGING PORT OR UPON THE VESSEL IS ALL FAST ALONGSIDE THE BERTH, WHICHEVER OCCURS FIRST, AND SHALL CEASE UPON DISCONNECTION OF HOSES AFTER COMPLETION OF DISCHARGING ALL BUYERS’ PRODUCTS.
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IN ALL CASES BUYER SHALL MAKE BEST ENDEAVOR TO BERTH THE VESSEL UPON HER ARRIVAL WITH PRIORITY SEQUENCE AND WITHOUT ANY UNREASONABLE DELAY.
12. DEMURRAGE 滞期费 IF THE ALLOWED LAYTIME IS EXCEEDED, DEMURRAGE PAYABLE TO SELLER SHALL BE AS PER PERFORMING VESSEL'S ACTUAL CHARTER PARTY RATE, TERMS AND CONDITIONS PRORATED FOR PART DAY.
SELLER SHALL NOTIFY BUYER IN WRITING WITHIN (90) DAYS AFTER COMPLETION OF CARGO DISCHARGING IF DEMURRAGE HAS BEEN INCURRED AND PROVIDE WITH ALL SUPPORTING DOCUMENTS WITHIN (120) DAYS AFTER COMPLETION OF CARGO DISCHARGING. IF SELLER FAILS TO GIVE NOTICE OR TO SUBMIT ANY SUCH CLAIM WITHIN THE TIME LIMIT AS AFORESAID, BUYER SHALL NOT BE LIABLE FOR SUCH DEMURRAGE.
DEMURRAGE, IF ANY, SHALL BE PAID BY BUYER IN FULL WITHIN 30 DAYS UPON RECEIPT OF THE INVOICE FROM SELLER AFTER CONFIRAMTION ON THE DEMURRAGE AMOUNT BY BOTH PARTIES. ANY OVERDUE DEMURRAGE SHALL INCUR INTERESTS AS PER THE INTEREST RATE FOR LATE PAYMENT AS SPECIFIED IN THIS CONTRACT.
13. DETERMINATION OF QUANTITY AND QUALITY 数量以及质量确定 QUALITY OF THE PRODUCT SHALL BE DETERMINED AT LOADING PORT BY AN INDEPENDENT INSPECTOR WHOSE FINDINGS SHALL BE FINAL AND BINDING EXCEPT FOR MANIFEST ERROR OR FRAUD
QUANTITY OF THE PRODUCT SHOULD BE DETERMINED AT DISCHARGING PORT BY CIQ WHOSE FINDINGS SHALL BE FINAL AND BINDING EXCEPT FOR MANIFEST ERROR OR FRAUD
ANY CLAIM AGAINST SELLER REGARDING THE QUALITY OR QUANTITY OF ANY PRODUCT DELIVERED HEREUNDER SHALL BE DEEMED AND TREATED AS WAIVED AND ABSOLUTELY BARRED UNLESS THE CLAIM IS SUBMITTED TO SELLER IN WRITING, TOGETHER WITH SUPPORTING DOCUMENTATION AND REASONABLE DETAILS OF THE FACTS ON WHICH THE CLAIM IS BASED, WITHIN (90) DAYS FROM THE DATE OF COMPLETION OF DISCHARGING.
INSPECTION COSTS AT DISCHARGING PORT TO BE SOLELY BORNE BY BUYER.
14. LIABILITIES 责任 NEITHER THE SELLER NOR THE BUYER SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT OR SPECIAL LOSSES OR SPECIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OF OR FAILURE TO PERFORM THIS CONTRACT. THE SELLER SHALL IN NO CIRCUMSTANCES BE LIABLE FOR MORE THAN THE DIFFERENCE BETWEEN THE CONTRACT PRICE AND THE MARKET PRICE, BASED ON THE NEAREST AVAILABLE MARKET, AT THE DATE OF ANY BREACH OF THE CONTRACT.
15. TITLE AND RISK 货权及风险转移 EXCEPT AS OTHERWISE PROVIDED HEREIN, THE TITLE TO AND ALL RISKS IN RESPECT OF THE PRODUCT SHALL PASS FROM SELLER TO BUYER AS SOON AS THE PRODUCT PASSES THE VESSEL’S PERMANENT MANIFOLD FLANGE CONNECTION AT THE DISCHARGING PORT, PROVIDED THAT SELLER RECEIVES THE IRREVOCABLE DOCUMENTARY LETTER OF CREDIT OPENED BY BUYER IN GOOD ORDER AS REQUIRED BY THE CLAUSE OF PAYMENT ABOVE.
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IN THE EVENT THAT BUYER FAILS TO OPEN THE IRREVOCABLE DOCUMENTARY LETTER OF CREDIT IN GOOD ORDER AS REQUIRED BY CLAUSE OF PAYMENT ABOVE AND THE CONTRACT IS NOT THEREBY TERMINATE D BY SELLER, ALL THE RISKS AND LIABILITIES OF THE PRODUCT SHALL PASS FROM SELLER TO BUYER AS THE PRODUCT PASSES THE VESSEL’S PERMANENT MANIFOLD FLANGE CONNECTION AT THE DISCHARGING PORT. THE TITLE TO AND PROPERTY IN THE PRODUCT SHALL PASS TO BUYER UPON RECEIPT BY SELLER OF PAYMENT IN FULL (INCLUDING THE INTERESTS IF ANY).
AT THAT POINT THE SELLER'S RESPONSIBILITY FOR THE OIL SHALL CEASE AND THE BUYER SHALL ASSUME ALL RISKS OF LOSS OR DAMAGE INCLUDING BUT NOT LIMITED TO DETERIORATION OR EVAPORATION OF THE PRODUCTS DELIVERED.
16. DOCUMENTATIONS 文件 BUYER SHALL PROVIDE SELLER WITH THE DOCUMENT INSTRUCTION PARTICULARS WHICH IS ACCEPTABLE AND FEASIBLE TO SELLER NOT LESS THAN 7 (SEVEN) WORKING DAYS PRIOR TO LOADING. SHOULD BUYER FAIL TO COMPLY, SELLER HAS THE RIGHT TO DELAY DELIVERY OR LOADING WITHOUT INCURRING ANY LIABILITIES IF AND TO THE EXTENT THAT SUCH LIABILITIES ARE CAUSED BY BUYER’S FAILURE. BUYER SHALL BE RESPONSIBLE FOR ALL COSTS, DEMURRAGES, EXPENSES AND OTHERS CAUSED BY ITS FAILURE TO PROVIDE THE DOCUMENTARY INSTRUCTIONS.
17. WARRANTIES 保证条款 EXCEPT FOR THE WARRANTY OF TITLE, NO CONDITIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS OR SUITABILITY OF THE PRODUCT FOR ANY PARTICULAR PURPOSE OR OTHERWISE, ARE MADE BY SELLER OTHER THAN THAT THE PRODUCT CONFORMS, WITHIN ANY TOLERANCES STATED AND TO THE EXTENT OF REPRODUCIBILITY AND REPEATABILITY OF THE TEST METHOD USED, TO THE DESCRIPTION STATED IN THE QUALITY CLAUSE.
18. FORCE MAJEURE 不可抗力 NEITHER BUYER NOR SELLER WILL BE LIABLE FOR LOSSES, DAMAGES, DELAYS OR OTHERWISE FOR ANY FAILURE OR DELAY IN PERFORMANCE OF ANY OBLIGATION HEREUNDER OTHER THAN ANY OBLIGATION TO MAKE PAYMENT, OPEN L/C AND PROVIDE SECURITY, WHERE SUCH FAILURE OR DELAY IS CAUSED BY FORCE MAJEURE, BEING ANY EVENT OR OCCURRENCE OR CIRCUMSTANCE REASONABLY BEYOND THE CONTROL OF THAT PARTY, INCLUDING WITHOUT LIMITATION (BUT WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING), FAILURE OR DELAY CAUSED BY OR RESULTING FROM ANY CURTAILMENT, FAILURE OR CESSATION OF SUPPLIES OF THE OIL FROM ANY OF THE SELLER'S OR SUPPLIERS' SOURCES OF SUPPLY OR ANY REFUSAL TO SUPPLY OIL (WHETHER LAWFUL OR OTHERWISE BY SELLER’S SUPPLIER(S) AND WHETHER OR NOT FOR THE PURPOSE OF THIS CONTRACT), ACTS OF GOD, FIRES, WARS (WHETHER DECLARED OR UNDECLARED), BLOCKADES, INSURRECTIONS, RIOTS, DESTRUCTION OF THE PRODUCT, PERILS OF THE SEA, EARTHQUAKES, FLOODS, ICE CONDITION, STRIKES, LOCKOUTS OR OTHER LABOR DISRUPTIONS, ACCIDENTS, EXPLOSIONS, BREAKDOWNS OR FAILURE OF WELL, PIPE, STORAGE TANK, REFINERY FACILITY, PLANT, MACHINERY OR EQUIPMENT, OFFICIAL EMBARGOES, ACTIONS OR RESTRICTIONS IMPOSED BY ANY GOVERNMENT AUTHORITY OR PERSON PURPORTING TO ACT THEREFOR (INCLUDING ALLOCATIONS, PRIORITIES, REQUISITIONS, QUOTAS AND PRICE CONTROLS), OR OTHER CAUSE NOT REASONABLY WITHIN THE CONTROL OF THE RESPECTIVE PARTIES.
THE PARTY WHOSE PERFORMANCE IS SO AFFECTED SHALL NOTIFY THE OTHER PARTY HERETO, INDICATING THE NATURE OF SUCH CAUSE AND, TO THE EXTENT POSSIBLE, INFORM THE OTHER PARTY OF THE EXPECTED DURATION OF THE FORCE MAJEURE EVENT.
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THE TIME FOR THE SELLER OR BUYER TO PERFORM THEIR RESPECTIVE OBLIGATIONS UNDER THE CONTRACT (OTHER THAN THE OBLIGATION TO PAY WHEN DUE ALL AMOUNTS THAT ARE OWING TO THE OTHER, TO OPEN L/C AND TO PROVIDE SECURITY WHICH SHALL NOT BE SUSPENDED) SHALL BE EXTENDED DURING ANY PERIOD DURING WHICH THESE OBLIGATIONS ARE PREVENTED, HINDERED, CURTAILED OR DELAYED BY REASON OF ANY FORCE MAJEURE EVENT UP TO A PERIOD OF THIRTY (30) CONSECUTIVE DAYS. IF ANY OF THESE OBLIGATIONS SHALL BE PREVENTED, HINDERED, CURTAILED OR DELAYED FOR MORE THAN THIRTY (30) DAYS, EITHER PARTY IS ENTITLED TO TERMINATE THIS CONTRACT WITH RESPECT TO SUCH DELIVERY UPON WRITTEN NOTICE TO THE OTHER PARTY WITHOUT LIABILITY OF EITHER PARTY.
19. LIQUIDATION CLAUSE 清算条款 WITHOUT LIMITING ANY OTHER RIGHTS THAT MAY BE AVAILABLE TO THE LIQUIDATING PARTY (AS HEREINAFTER DEFINED), IN THE EVENT THAT A PARTY HERETO (“THE DEFAULTING PARTY”) IS THE SUBJECT OF A BANKRUPTCY, INSOLVENCY OR OTHER SIMILAR PROCEEDINGS OR FAILS TO PAY ITS DEBTS GENERALLY AS THEY BECOME DUE, THE OTHER PARTY HERETO (“THE LIQUIDATING PARTY”) SHALL HAVE THE RIGHT, EXERCISABLE IN ITS SOLE DISCRETION AT ANY TIME, TO LIQUIDATE SUCH TRANSACTION OR ANY OTHERS TRANSACTIONS BY DECLARING ANY OR ALL SUCH CONTRACTS TERMINATED (WHEREUPON THEY SHALL BECOME AUTOMATICALLY TERMINATED, EXCEPT FOR THE OBLIGATION TO EFFECT PAYMENT), CALCULATING THE DIFFERENCE (IF ANY) BETWEEN THE PRICE SPECIFIED THEREIN AND THE MARKET PRICE FOR THE RELEVANT PRODUCT (AS DETERMINED BY THE LIQUIDATING PARTY IN A COMMERCIALLY REASONABLE MANNER AT A TIME OR TIMES REASONABLY DETERMINED BY THE LIQUIDATING PARTY), AND AGGREGATING OR SETTING OFF ANY OR ALL OUTSTANDING SETTLEMENT PAYMENTS AND (AT THE ELECTION OF THE PERFORMING PARTY) ANY OTHER AMOUNTS OWING BETWEEN PARTIES UNDER ANY TRANSACTIONS, SO THAT ALL SUCH AMOUNTS ARE AGGREGATED AND/OR NETTED TO A SINGLE LIQUIDATED SETTLEMENT PAYMENT THAT WILL DUE AND PAYABLE UPON DEMAND THERE FOR.
20. APPLICABLE LAW AND JURISDICTION 适用法律 THIS CONTRACT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH SINGAPORE LAWS, TO THE EXCLUSION OF ANY OTHER LAW WHICH MAY BE IMPUTED IN ACCORDANCE WITH CHOICE OF LAW RULES APPLICABLE IN ANY JURISDICTION.
ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT INCLUDING ANY QUESTION REGARDING ITS EXISTENCE, VALIDITY OR TERMINATION, IF NOT SETTLED BY NEGOTIATION, SHALL BE REFERRED TO SINGAPORE INTERNATIONAL ARBITRATION CENTER (SIAC) IN SINGAPORE FOR FINAL SETTLEMENT IN ACCORDANCE WITH SIAC’S RULES FOR THE TIME BEING IN FORCE. THE TRIBUNAL SHALL CONSIST OF THREE ARBITRATORS, ONE TO BE NOMINATED BY BUYER, ONE BY SELLER AND THE THIRD BY THE TWO ARBITRATORS THUS APPOINTED. IN CASE ANY ARBITRATOR FAILS TO BE NOMINATED WITHIN TIME LIMIT, THEN HE WILL BE APPOINTED BY THE PRESIDENT OF SIAC. THE THIRD ARBITRATOR SHALL BE THE CHAIRMAN OF THE TRIBUNAL.
THE SEAT AND PLACE OF THE ARBITRATION SHALL BE SINGAPORE. THE ARBITRATION TRIBUNAL SHALL STATE IN ITS AWARD IN DETAIL THE FACTS OF THE CASE AND THE REASONS FOR ITS DECISION. THE DECISION APPROVED BY ANY TWO OR MORE OF THE ARBITRATORS SHALL BE FINAL AND BINDING UPON BOTH PARTIES WITHOUT APPEAL OR RECOURSE TO ANY COURTS.
THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (1980) SHALL NOT APPLY TO THIS CONTRACT.
NEITHER PARTY SHALL BE PRECLUDED FROM PURSUING ARREST, ATTACHMENT AND/OR OTHER CONSERVATORY, INTERLOCUTORY OR INTERIM ACTIONS IN ANY COURT OR EXERCISING ANY
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CONTRACTUAL RIGHTS IN RELATION TO THE PRODUCT OR VESSEL PROVIDED FOR ELSEWHERE IN THE CONTRACT.
21. ISPS COMPLIANCE ISPS 符合性 I) SELLER SHALL PROCURE THAT THE VESSEL SHALL COMPLY WITH THE REQUIREMENTS OF THE INTERNATIONAL SHIP AND PORT FACILITY SECURITY CODE AND THE RELEVANT AMENDMENTS TO CHAPTER XI OF SOLAS (ISPS CODE) AND WHERE THE DISCHARGING PORT IS WITHIN THE USA AND US TERRITORIES OR WATERS, WITH THE US MARITIME TRANSPORTATION SECURITY ACT 2002 (MTSA).
II) THE VESSEL SHALL WHEN REQUIRED SUBMIT A DECLARATION OF SECURITY (DOS) TO THE APPROPRIATE AUTHORITIES PRIOR TO ARRIVAL AT THE DISCHARGING PORT.
III) NOTWITHSTANDING ANY PRIOR ACCEPTANCE OF VESSEL BY BUYER, IF AT ANY TIME PRIOR TO THE PASSING OF RISK AND TITLE THE VESSEL CEASES TO COMPLY WITH THE REQUIREMENTS OF THE ISPS CODE OR MTSA:
BUYER SHALL HAVE THE RIGHT NOT TO BERTH SUCH NOMINATED VESSEL AND ANY DEMURRAGE RESULTING SHALL NOT BE FOR THE ACCOUNT OF THE BUYER. SELLER SHALL BE OBLIGED TO SUBSTITUTE SUCH NOMINATED VESSEL WITH A VESSEL COMPLYING WITH THE REQUIREMENTS OF THE ISPS CODE AND MTSA.
IV) A) BUYER SHALL PROCURE THAT THE DISCHARGING PORT/TERMINAL/ INSTALLATION SHALL COMPLY WITH THE REQUIREMENTS OF THE INTERNATIONAL SHIP AND PORT FACILITY SECURITY CODE AND THE RELEVANT AMENDMENTS TO CHAPTER XI OF SOLAS (ISPS CODE) AND IF LOCATED WITHIN THE USA AND US TERRITORIES, WITH THE US MARITIME TRANSPORTATION SECURITY ACT 2002 (MTSA)
B) ANY COSTS OR EXPENSES IN RESPECT OF THE VESSEL INCLUDING DEMURRAGE OR ANY ADDITIONAL CHARGE, FEE OR DUTY LEVIED ON THE VESSEL AT THE DISCHARGING PORT AND ACTUALLY INCURRED BY BUYER RESULTING DIRECTLY FROM THE FAILURE OF THE DISCHARGING PORT/TERMINAL/INSTALLATION TO COMPLY WITH THE ISPS CODE AND IF LOCATED WITHIN THE USA AND US TERRITORIES, WITH THE MTSA, SHALL BE FOR THE ACCOUNT OF THE BUYER, INCLUDING BUT NOT LIMITED TO THE TIME REQUIRED OR COSTS INCURRED BY THE VESSEL IN TAKING ANY ACTION OR ANY SPECIAL OR ADDITIONAL SECURITY MEASURES REQUIRED BY THE ISPS CODE OR MTSA
V) SAVE WHERE THE VESSEL HAS FAILED TO COMPLY WITH THE REQUIREMENTS OF THE INTERNATIONAL SHIP AND PORT FACILITY SECURITY CODE AND THE RELEVANT AMENDMENTS TO CHAPTER XI OF SOLAS (ISPS CODE) AND WITHIN THE USA AND US TERRITORIES OR WATERS, WITH THE US MARITIME TRANSPORTATION SECURITY ACT 2002 (MTSA), THE BUYER SHALL BE RESPONSIBLE FOR ANY DEMURRAGE ACTUALLY INCURRED BY THE SELLER ARISING FROM DELAY TO THE VESSEL AT THE DISCHARGING PORT RESULTING DIRECTLY FROM THE VESSEL BEING REQUIRED BY THE PORT FACILITY OR ANY RELEVANT AUTHORITY TO TAKE ANY ACTION OR ANY SPECIAL OR ADDITIONAL SECURITY MEASURES OR UNDERGO ADDITIONAL INSPECTIONS BY VIRTUE OF THE VESSEL'S PREVIOUS PORTS OF CALL.
VI) THE BUYER'S LIABILITY TO THE SELLER UNDER THIS CONTRACT FOR ANY COSTS, LOSSES OR EXPENSES INCURRED BY THE VESSEL, THE CHARTERERS OR THE VESSEL OWNERS RESULTING FROM THE FAILURE OF THE DISCHARGING PORT/TERMINAL/INSTALLATION TO COMPLY WITH THE ISPS CODE OR MTSA SHALL BE LIMITED TO THE PAYMENT OF DEMURRAGE AND COSTS ACTUALLY INCURRED BY THE BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS CLAUSE.
22. OTHER TERMS AND CONDITIONS
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其他条款 WHERE NOT IN CONFLICT WITH THE ABOVE, ALL OTHER TERMS AND CONDITIONS SHALL BE AS PER INCOTERMS 2000 FOR CIF SALES, WHICH PARTIES DECLARE TO KNOW AND ACCEPT.
23. ENTIRE AGREEMENT 合同完整性 THE TERMS AND CONDITIONS OF THE PURCHASE ORDER /PURCHASE CONFIRMATION LETTER (REF.13CSHHDIS0110) DATED NOVEMBER 08, 2013 SHALL BE DEEMED TO BE INCORPORATED INTO THE CONTRACT. THE CONTENT OF THE PURCHASE ORDER/ PURCHASE CONFIRMATION LETTER ， ITS AMENDMENT AND THIS CONTRACT SHALL CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PREVIOUS NEGOTIATIONS, REPRESENTATIONS, AGREEMENTS OR COMMITMENTS WITH REGARD TO ITS SUBJECT MATTER. ANY AMENDMENT OR MODIFICATION TO THE CONTRACT SHALL ONLY BE LEGALLY BINDING IF IT IS MADE IN WRITING. IN THE EVENT THAT ANY TERMS OR CONDITIONS CONTAINED IN THIS CONTRACT IS CONFLICTING WITH THE PROVISIONS SPECIFIED IN THE SAID PURCHASE ORDER OR PURCHASE CONFIRMATION LETTER, BOTH PARTIES IRREVOCABLY AGREE THAT THE PROVISIONS SPECIFIED IN THE SAID PURCHASE ORDER OR PURCHASE CONFIRMATION LETTER, UNLESS ILLEGAL OR INVALID, SHALL PREVAIL. EACH PARTY ACKNOWLEDGES THAT IN ENTERING INTO THIS CONTRACT IT HAS NOT RELIED ON ANY REPRESENTATIONS, WARRANTIES, STATEMENTS OR UNDERTAKINGS EXCEPT THOSE WHICH ARE EXPRESSLY SET OUT HEREIN. EACH PARTY FURTHER ACKNOWLEDGES THAT IT WILL ONLY BE ENTITLED TO REMEDIES IN RESPECT OF BREACH OF THE EXPRESS TERMS OF THE CONTRACT AND WILL NOT BE LIABLE IN TORT OR UNDER ANY COLLATERAL CONTRACT OR WARRANTY IN RESPECT OF ANY REPRESENTATIONS, WARRANTIES, STATEMENTS OR UNDERTAKINGS WHICH MAY HAVE BEEN MADE PRIOR TO THE CONTRACT BEINGENTERED INTO.
BOTH PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE REMEDIES GRANTED TO SELLER UNDER THIS CONTRACT CONSTITUTES A GENUINE PRE-ESTIMATE OF THE SELLER’S LOSSES AND BUYER SHALL WAIVE ANY CLAIM OR DEFENCE AS TO THE VALIDITY OF THESE REMEDIES INCLUDING ON GROUND THAT IT IS VOID AS A PENALTY.
24. ASSIGNMENT 委派条款 WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, NEITHER PARTY MAY ASSIGN ITS RIGHTS OR OBLIGATIONS UNDER THIS CONTRACT IN FULL OR IN PART, EXCEPT FOR AN ASSIGNMENT BY SELLER FOR FINANCING PURPOSES OF RIGHTS IN RESPECT OF THE WHOLE OR PART OF THE PROCEEDS OF SALE UNDER THE CONTRACT OR AN ASSIGNMENT BY SELLER TO AN AFFILIATE OR RELATED CORPORATION. ANY SUCH ASSIGNMENT WILL NOT DETRACT FROM SELLER'S OBLIGATIONS UNDER THIS CONTRACT.
25. THIRD PARTY RIGHTS 第三方权利 NOTHING IN THIS CONTRACT SHALL BE CONSIDERED OR CONSTRUED AS CONFERRING ANY RIGHT OR BENEFIT ON A PERSON NOT A PARTY TO THIS CONTRACT AND THE PARTIES DO NOT INTEND THAT ANY TERM OF THIS CONTRACT SHOULD BE ENFORCEABLE, BY VIRTUE OF THE CONTRACTS RIGHTS OF THIRD PARTIES ACT 1999 OR OTHERS, BY ANY PERSON WHO IS NOT A PARTY TO THIS CONTRACT.
26. TAXES 税务 BUYER SHALL PAY ALL TAXES, LEVIES, FEES, DUTIES OR ASSESSMENTS OF WHATSOEVER NATURE IMPOSED BY GOVERNMENTAL AUTHORITY ON THE USE OF THE PRODUCT AT DISCHARGING PORT. GOODS AND
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SERVICES TAX, IF AND WHERE APPLICABLE AFTER THE TITLE AND RISK PASSED FROM SELLER TO BUYER, SHALL BE FOR THE ACCOUNT OF BUYER.
27. SEVERABILITY 可分割性 IF ANY PROVISION OR PORTION OF THIS CONTRACT IS DECLARED TO BE ILLEGAL, INVALID OR UNENFORCEABLE BY A COURT OR ARBITRATION TRIBUNAL OF ANY COMPETENT JURISDICTION, THE REMAINDER OF THE CONTRACT SHALL NOT BE AFFECTED THEREBY AND SHALL REMAIN IN FULL FORCE AND EFFECT.
28. CONFIDENTIALITY 保密条例 THIS CONTRACT SHALL BE HELD STRICTLY CONFIDENTIAL BY THE PARTIES AND SHALL NOT BE DISCLOSED BY ANY PARTY TO A THIRD PARTY UNLESS A PARTY IS REQUIRED BY ANY COURT OR LEGISLATIVE OR ADMINISTRATIVE BODY (BY ORAL QUESTION, INTERROGATION, REQUEST FOR INFORMATION OR DOCUMENTS, SUBPOENA, CIVIL INVESTIGATIVE DEMAND OR SIMILAR PROCESS). BEFORE DISCLOSING THE CONTENTS OF THIS CONTRACT, THE DISCLOSING PARTY SHALL INFORM THE OTHER PARTY IF POSSIBLE OF ITS INTENTION TO DISCLOSE THE INFORMATION. ANY DISCLOSURE REQUIRED BY SUCH LEGAL PROCESS SHALL NOT BE DEEMED A BREACH OF THIS CONTRACT.
IN WITNESS WHEREOF EACH OF THE PARTIES HAS CAUSED THIS CONTRACT TO BE EXECUTED IN ENGLISH IN TWO ORIGINALS BY THEIR RESPECTIVE DULY AUTHORIZED OFFICERS OR REPRESENTATIVES AS OF THE DATE OF FIRST WRITTEN ABOVE.
THE SELLER
THE BUYER
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