煤炭外贸英文合同

SALES CONTRACTIndonesian crushed steam coal in bulkCONTRACT NO.: 10LYIO1119 DATE: Nov. 19, 2010This agreement is made and entered on 19 November 2010 by and between:SELLER: CPL (MAURITIUS) LimitedADDRESS: 7th.Fl, Ebene Mews, 157 Ebene Cyber City, Ebene, MauritiusTELEPHONE:FAX:( hereinafter referred to as “Seller” )BUYER:NAME OF COMPANY :AAAG GROUP INTERNATIONAL LIMITEDADDRESS :B , HONG KONGTEL : 852-2227 0328FAX : 852-2222 0928( hereinafter referred to as “Buyer” )Whereas the Seller is in a position to supply the Crushed Steam Coal of Indonesia to the Buyer with following terms and conditions hereby agreed by and between both parties: of the Commodity: Indonesian crushed steam coal in bulk.2.Port of Loading : TABONEO, SOUTH KALIMANTAN, INDONESIAPort of Discharge : ZHENJIANG, CHINA3.Loading rate: 8000MT PWWD SHINC (INCLUDING SUNDAY AND HOLIDAYS)Discharge rate: 12000MT PWWD SHINC (INCLUDING SUNDAY AND HOLIDAYS)4.Demurrage / dispatch rate: USD15,000.00/USD7,500 PER DAY5.Unit price: USD73.50 M/T FOBST; USD3.5 M/T for 20% Sea FreightTotal USD77.0/ per M/T . Price reviewed every 3 months by mutual agreement.Negotiation to start on completion of loading of each of the 2nd. months shipments forThe following 3 months will be agreed in writing within 1 week.6. The reimbursement and/or penalty on quantity, quality、as well as vessel Demurrage / dispatch in thiscontract, shall all be paid within 30-days by TT one to another after completion of shipment in discharge port.8.Quantity: The quantity of the Commodity for shipment shall be 35,000(Thirty FiveThousand) Metric Tons(MT) per shipment, every 10 days, making 105,000MT month, ± 10% at vessel Owner’s option a period of one (1) year. Making a total of 1,260,000MT.9.Amount: first shipment USD2,695,000.00（+/-10%）.YCAN: BEFORE DECEMBER 20, 2010 (SUBJECT TO THE LAYCAN TIME INCHARTERER'S NOTE)11. Shipment Advice:The seller (or shipper) shall fax the buyer within 3 working days of the completion of the loading, for the following conditions:A. The completion of loadingB. L/C NumberC. Copy of the bill of lading, commercial invoice, packing list ( and/or weight memo).12. Vessel Nomination:The Seller is responsible for chartering vessel and dispatch the Cargo Vessel at loading Anchorage on time. if the vessel has arrived on time in the loading anchorage with no sufficient cargo prepared on spot, or occurred any delay of loading lay-time, all charges and loss shall be borne by the Seller.13.Shipping terms and conditions which are not mentioned in this contract shall be applied to the latestedition of GENCON C/P.14. Payment Term: The Buyer shall open by a bank acceptable to the Seller an irrevocable, transferable L/Cat sight covering USD2,695,000.00 (+/-10%)14.1 The Seller shall issue a 2% Performance Bond of the cargo value through a Bank. Within 5working days of receipt of the operational L/C from the buyer.14.2 L/C shall allow negotiating bank to claim TT reimbursement.modity place of Origin: Indonesia.16.Delivery: shipment within 20 days after L/C is established17. Specifications :18. Documents required in the negotiation of L/C.18.1.The said Letter of Credit shall be payable by the issuing bank for the amount of 100% of the valueof this shipment accompanied by the following documents:A.Full set (3/3) original clean on board B/L made out to order , blank endorsed marked “freightprepaid”, and notify appli cant. Charter party B/L is acceptable,.B.Seller's signed commercial invoice in 3 original and 3 copies based on the weight stated in theB/L, and the guaranteed Calorific value and other elements respectively.C. Certificate of weight with moisture in 1 original and 3 copies issued by Geoservices atloading port;D.Certificate of Origin in 1 original and 2 copies issued by an appropriate authority;E.Certificate of Draft survey in 1 original and 3 copies issued by Geoservices at the loading port;F.Certificate of Quality in 1 original and 3 copies issued by Geoservices at the loading port;G. Seller's certificated copy of fax dispatched to Buyer within 48 hours after shipment advisingname of vessel, date of shipment, B/L No., Invoice No., quantity and value of shipment;18.2 The 100% payment pursuant to Clause 18.1 shall be calculated based on the Quantity andQuality of Coal as certified by the Certificate of Quantity and the Certificate of Quality issued by Geoservices at the Loading Port.19. Expenses:All the expenses including inspection fees of port of loading, export tariff and all the other expenses including the cost and other charges at the port of loading are on Seller's account.20.Price Adjustment and rejection according to quality receivedUnder the agreement of the two parties, the rewards and penalties terms shall be applied if the quality of the coal shipped is lower or higher than standard specifications in the contract.20.1 For actual Gross Calorific Value, the price adjustment shall as following termsAdjusted price:(Actual GCV ) x FOBT MV Price6300If the gross Calorific Value (ADB) of shipment is lower than 6100 kcal/kg, Buyer has right to reject. 20.2 For the actual Total Moisture (TM, the weight adjustment shall as following termsAdjusted price:Invoice weight= B/L weight x (100% - (Actual TM -16%)) There shall be no weight adjustment if the total moisture is below 16%.20.3 For the actual Ash Content (AC) , the price adjustment shall as following termsIf the actual Ash Content of the shipment of Coal as shown in the Certificate of Analysis exceeds the Guarantee level (15 %), and below the rejection level (17%), then the Invoice Price shall be reduced by an amount of US $ 0.25 per metric tonne for each one percent (1%) above.21. Force Majeure:Events Constituting Force MajeureNeither Party hereto shall be liable for any delay or failure in the performance of its obligations under the Contract if and to the extent that such delay or failure is directly caused by any event of Force Maj eure. The expression “Force Majeure” as used in the contract, means cause neither unforeseeable in normal planning, nor avoidable using reasonable diligence, and not within the control of the party or Parties Claiming Force Majeure . Including:Acts of God (natural forces), warfare, blockade, riots, revolution, insurrection, civilian commotions, strikes, plagues, epidemics, fires, floods, storms, typhoons, Earthquakes, landslides, obstruction of navigation at the port of loading, government acts including policy change, orders of any branch or subdivision thereof, acts of public enemies etc.; Seller’s inability to obtain export license or Buyer’s inability to obtain Import license or clearance, shall not be considered as Force Majeure.21.1. NoticeThe party whose performance of any obligation directly affected by a Force Majeure event shall notify the other party by fax or telegram with proof at once the occurrence thereof, and shall make every effect to mitigate the adverse effect thereof on its performance of the contract. Failure to submit such a legal notification will not waive the party’s exoneration from contractual obligations under Force Majeure event.21.2. Compensation deliveryDelivery of goods that would have been made under this Agreement during any period in which the performance of either party is prevented by Force Majeure declared as specified, shall be continued during the certain period under the agreement of two parties. However, the shipment shall be cancelled if both parties fail to agree to such delivery affected by Force Majeure declared.22. Delayed / Non Delivery & Failure To Accept Cargo22.1Except those in Clause 21, should the Seller fail to effect delivery of time as stipulated in thiscontract clause 8 and 10, the Buyer shall have the right to cancel that shipment and confiscate theperformance bond as per clause 14.22.2 If contract being cancelled or either party is not willing to carry out the contract, the seller hasobligation to return the issued L/C by the advising bank to the issuing bank without any delay.23.This agreement is stated in English.24. ArbitrationAny dispute under arising of by virtue of this contract or any different opinions occured between the parties, hereto, concerning their rights and obligations under this contract or claim caused byinsincerity in their transactions shall be finally resolved by arbitration. Such proceeding shall takeplace in accordance with the applicable arbitration rules of the Singaporan International Chamber of Commerce upon the written request of either Party. The decision of the arbitration proceeding shall be final and binding upon both parties.25.Any amendments of this contract shall be in the form of an addendum in written format to besigned by both parties and shall, thereafter form and become an integral part of this contract.26. This contract are triplicate. In witness of the duly authorized representatives of the Buyer, theSeller and in Witness. This contract will come into effect upon signing . All parties shall keep one copy respectively.___________________________ ______________________________.Seller: Buyer:CPL (Mauritius) Limited GGGG ROUP INTERNATIONAL LIMITEDPT AGRIMIN RESOURCESPeter Elliott /President Director______________________________PT AGRIMIN RESOURCES holds a license to sell and export coal from the Republic of Indonesia on behalf of the Seller and has the authority to act for and on behalf of the Seller. Therefore it shall take all responsibilities in relating to this transaction.。