SALE AND PURCHASE CONTRACT OF STEAM COAL 5500NAR 50,000MT Contract No . KF-CHIN- 102426 1 號 DATE: 01//27//2011 號號號號號號號 Seller: Company PT. HARCA KAWAN UTAMA Address GEDUNG JUANG 45 JALAN JENDERAL SUDIRMAN NO. 26, PEKANBARU 28000, RIAU – INDONESIA Tel /Fax +62 761 31939/ 31894 Contract Person MR. HARRY CAHYONO A. Mobile E-mail [email protected]Buyer: Company MAI LIAO POWER CORPORATION : Address NO. 201 TUNG HWA NORTH RD TAIPEI TAIWAN : Tel /Fax : Contract Person : Mobile : E-mail : Seller’s Bank: 賣賣賣賣賣賣 Bank Name : MALAYAN BANKING BERHAD (MAY BANK) Bank Address : Account Name : ZENITH PROJECT MANAGEMENT Account No : Bank Tel : Bank Fax : Bank SWIFT : MBBEMYKL Hereinafter referred to as “SELLER” 號號號號“號號” Buyer’s Bank: 賣賣賣賣賣賣 Bank Name : Bank Address : Account Name : Account No : Bank Tel : Bank Fax : Bank SWIFT : 1 Buyer (賣賣賣賣) Seller 賣賣賣賣賣 ()
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E) Bill of Lading The official document, issued at the load port after completion of theloading 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.
G) FOB MV. Vessel Cost strictly as referred to in the interpretations defined by the INCOTERMS Edition 2000 with latest amendments.
成本 嚴格依據國際貿易通則 2000最新版定義所指的成本。
H) Banking Day Any day on which the bank opens for business in jurisdiction where the SELLER and BUYER are located.
銀行工作日 買賣雙方坐落的城市/國家法定的銀行開門營業的任何一天。
I) Delivery Date The date mutually accepted by both Seller and Buyer as the date on which the nominated international Surveyor Company has ascertained the quantity and quality of the product pumped into the Buyer’s designated discharge terminal facilities. Under INCOTERM TM 2000
戰爭險(貨物)iii. Institute Strike Clauses (Coal) at discharging port.
卸貨港罷工險(煤炭)。iv. Insurance coverage shall be from Load Port to Discharge Port.
保險覆蓋應從裝貨港止於卸貨港。
K) Execution Date 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.
執行日 買賣雙方收到本合同傳真件的當日;或按照合同規定的日期
L) International Independent Laboratory: SGS (Societe Generale de Surveillance)
國際獨立的商檢機構 SGS認證 瑞士通用公證行
M) ASTM means the American Sousistem for Test Materials
N) “Force Majeure” means any event which is beyond the control of the party affected, and without negligence or fault of the party claiming force majeure,
3 Buyer (買家蓋章) Seller(賣家蓋章)
SALE AND PURCHASE CONTRACT OF STEAM COAL
5500NAR 50,000MT Contract No. KF-CHIN- 102426 1 號 DATE: 01//27//2011which, despite all reasonable efforts of the party claiming force majeure to
prevent its occurrence or mitigate its effect cause a delay or disruption in the performance of any obligation under this Agreement, including but not limited to any event which is caused by natural calamities, Acts of God, acts of public enemies, insurrections, general strikes or lockouts, fires, wars (declared or undeclared), earthquakes, epidemics, plagues, explosions, landslides, typhoons, storms, floods, embargoes, or orders or acts of Government including orders from any branch or subdivision thereof, and obstruction of navigation at the loading port or at the port of discharging.
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.買賣雙方在各自授權下,並各自承擔相應的責任,依法代表以下規定的貨物的數量品質的所有者,並具有全部的能力購買所述的商品。
CLAUSE 3 COMMODITY 第三章:商品
3.1 Steaming Coal in Bulk動力煤
Country of Origin: INDONESIA 原產國:印尼
The contract has the minimum guaranteed specifications. The Buyer has the full right to refuse receiving the product if it lower than the minimum.合同具有最低保證值。超過最低保證值,買方將有權拒收。
CLAUSE 4 TERM AND QUANTITY AND TERM 第四章:合同期限數量
4.1 Delivery of Coal shall be during Mar. 2011 till Apr. 2012. 煤炭應在 2011 年 3 月至 2012 年 4 月期限內交付。
4.2 Seller shall sell and deliver and Buyer shall purchase and accept 50,000 MT (+-10%) of Coal per shipment within the Term of this Contract, totalling700,000 MT (+/-10% ).賣方應向買方出售和交付,而買方應從賣方購買和接受,每航次 50,000噸(上下浮動10%)的煤炭,合同期內年度噸數共 700,000噸(上下浮動 10%)。
CLAUSE 5 THE DURATION OF CONTRACT 第五章:合同期限
4 Buyer (買家蓋章) Seller(賣家蓋章)
SALE AND PURCHASE CONTRACT OF STEAM COAL
5500NAR 50,000MT Contract No. KF-CHIN- 102426 1 號 DATE: 01//27//20115.1 The contract is valid until compliment of the cargo delivery and payment.
本合同期限為產品到貨並結清所有貨款為止。
5.2 The trial delivery must be done within forty five ( 45 ) calendar days from the issuance date of the L/C.首批貨物必須在買方開出信用證之日起計45天內運抵目的港。
CLAUSE 6 QUALITY 第六章:品質
6.1 For the full duration of The Agreement, the Seller should guarantee that the quality of the product follow the specifications:整個合同期限內,賣方保證所售的商品品質將符合以下指標:
品質Quality收到基低位: 標準值 Standard 原則上拒收值 Rejection
全水 TOTAL MOISTURE (ARB) less than16% >18%
內水 INHERENT MOISTURE (ADB) less than14%
灰分 ASH CONTENT (ADB) less than15% >17%
揮發份 VOLATILE MATTER (ADB) More than40.% >45%
硫含量 SULPHUR CONTENT (ADB) less than0.8% >1%
NET CALORIFIC VALUE 熱值(ARB) 5500Kcal/kg 5300 Kcal/kg
可磨指數HEAD GROVE INDEX (HGI) 42 Index Point <45%
SIZE 0 – 50mm(90%)流動溫度 FLOW TEMPERATURE (T2) 1250
CLAUSE 7 PRICE 第七章:價格
7.1 The unit price is USD 74 .00 /MT FOB MV. Vessel單位價格為FOB 74.00美金/每噸. 福建廈門港.
7.2 The price shall be mutually negotiated every three months between the seller and buyer in written.
買賣雙方每三個月就價格進行協商,並以書面確認的形式商定。
7.3 The price referred to throughout this agreement to be paid in US Dollars.本合同項下的付款以美元支付。
CLAUSE 8 PAYMENT TERM AND DOCUMENTS REQUIRED 第八章:付款方式及議付檔
8.1 Price of Commodity: The unit price of commodity in this contract is USD 74 .00 /MT. Total Amount of one shipment (50,000MT) is: USD 3,700 ,000.00 The price term is FOB MV. Vessel. All other expenses at discharge port will be at buyer’s account.貨物單價: 合同中之貨物單價以 74 .00 美元/每公噸 計價。 一航次一船共 50,000噸的總金額為 3,700 ,000.00 美元。計價方式以 FOB方式運送至福建廈門港。除可能產生的拖船或減載費用外,落地以前的一切費用由賣方負擔。
8.1.1 Available with any bank by negotiation.允許任何銀行議討。
8.2 PAYMENT TERM AND DOCUMENTS REQUIRED 付款及交單文件
Within Five (5) banking working days after the Contract signed, the buyer Bank shall is-
sue non-operative Irrevocable,NonTransferable at sight Letter of Credit (L/C)100% for the
payment at sight of the shipment shall be issued by the Buyer’s bank in covering the
value of each month in US Dollar. The sigh letter of credit payments by 100% of the ship-
ping bills of lading.
簽訂本合同之後5個銀行日內,買方銀行須開立不生效的,不可轉讓的、不可撤銷的即期
信用證至賣方銀行,信用證金額為每月運送數量之美元金額。此信用證憑船運提單100%
付款。
8.2.1 Documents required for negotiation of DLC信用證交單議付文件
8.2.2 For 97% of L/C value at 60 days sight
(a) At sight drafts drawn on advising bank.
(b) Signed commercial invoices in triplicate 3 (three) original and 2 (two)
copies.
(c) Certificate of analysis report by Independent Surveyor at the STOCK
PILE in 1 (one) original and 2 (two) copies.
(d) Beneficiary’s letter of indemnity, indemnifying the buyer that the seller
will deliver the goods in good order as per agreed delivery schedule 1 (one)
original.
6.3 For 3% of L/C value at 45 days after cargo complete load to Mother Vessel
(a) At sight drafts drawn on advising bank.
(b) Certificate of Origin issued by the Chamber of Commerce or Authorized
Organization in 1 (one) original and 3 (three) copies.
(c) Certificate of Quantity/Weight issued by Independent Surveyor in 1 (one)
original and 2 (two) copies.
(d) Final Certificate of Quality issued by Idependent Surveyor on board of
6 Buyer (買家蓋章) Seller(賣家蓋章)
SALE AND PURCHASE CONTRACT OF STEAM COAL
5500NAR 50,000MT Contract No. KF-CHIN- 102426 1 號 DATE: 01//27//2011 vessel in 1 (one) original and 2 (two) copies.
(e) Final draft survey issued by Idependent Surveyor in 1 (one) original and 2
(two) copies .
(f) 1 (One) full set of original Bill of Lading.
(g) Beneficiary certificate certifying that 1 (one) set of shipping documents is
sent to the buyer by fax within 3 (three) days after date of B/L.
8.3 Additional instructions:附加條款
All banking charges outside the opening bank including reimbursement charges are for Beneficiary’s account except for payment and cable charges.除了付款和電報費由申請方支付,所有其他的費用包括退款之外的費用都由受益方支付。
Documents must be presented within 21 days after the date of shipment but within the validity of this credit.要在裝船日期後的 21天內,且在信用證的有效期內遞單
Both quantity and amount 10% more or less are allowed.數量和總金額允許 10%的起伏
Charter party/ Tanker B/L is acceptable and combine shipment and commingle shipment are not allowed.可接受航次租船提單/油輪提單,不允許混合裝運
Freight payable as per charter party acceptable.可按照租船契約的條款付費。
Shipment effective prior to L/C opening day is acceptable.裝船優先於信用證開出可以接受
Third party document except commercial invoice and draft are acceptable.除了發票和提單之外的第三方檔是可接受的
CLAUSE 9 DELIVERY 第九章:交貨
9.1 The Seller warrants performing delivery of the transacted Commodity on FOB MV. Vessel inside customs — outturn quality and quantity basis, to the Buyer’s designated anchorage port(s). 賣方保證按照FOB MV. Vessel 條款和品質/數量交貨,將合同貨物運到買方指定的錨地港.
9.2 The delivery shall be done within forty five (45) calendar days from the issuance date of the L/C.貨物應在L/C開出日期起計45天內運抵指定的目的港。
9.3 Seller shall ensure timely arrival of the ship to the discharge port in conformity with the
9.5 The vessel’s Master shall advise the Buyer and Ship Owner’s Agent at the port of discharge, the ship’s ETA 72 hours before her arrival, her name, tonnage, flag, draughts on board quantities, and actual Time of arrival 48, 24, and 12 hours before her arrival to the discharge port.在船到達卸貨港 72 小時前,船長應通知買方和卸貨港的船務代理,船名,噸位,懸掛旗幟,吃水;以及分別在船到港 48, 24 和 12 小時前通報準確地到達時間。
9.6 Within seventy-two (72) hours after the vessel departure from the port of loading, the Seller’s shipping agent shall advise the Buyer by way of telex/cable/fax (Fax and E-mail) indicating the vessel sailing date, name of steamship company, tonnage, age of the vessel, the flags of the vessel, ocean bill of lading number, Contract number, net quantity loaded, name of commodity and estimated time of arrival (ETA).貨船離開裝運港後的 72 小時內,賣方的船運代理必須以電郵/傳真形式通知買方貨船啟航日期,指定貨船名稱,噸位,船齡,船旗,海運提單號,合約號,淨裝運數量,貨物名稱及預期到達卸貨港日期(ETA)。
9.7 Shipping advice: Not later than the five (5) day before the readiness of each shipment. SELLER shall notify BUYER by fax/E-mail of the following contents:賣方應在準備裝船前 5天內用傳真或電郵方式通知買方以下內容:
(A) Contract number ( 合同號 ):
(B) Date of readiness ( 裝船日期 ):
(C) Total weight ( 總重量 ):
(D) Package in bulk ( 包裝 ):
(E) Loading port ( 裝貨港 ):
(F) Vessel and Captain ( 船代號和船長名 ):
9.8 Transshipment is not allowed and partial shipment is not allowed.不允許轉船, 不允許分批裝船。
CLAUSE 10 INSPECTION — QUANTITY I QUALITY DETERMINATION 第十章:檢驗
10.1 Seller and Buyer mutually agree that an internationally recognized first class Independent Surveyor Company China SGS (Societe Generale de Surveillance) shall be appointed at designated loading port and SGS at discharge ports, to assess the quality and quantity of the cargo. The quality and weight inspection result carried by SGS at the discharge port shall be the basis for the payment. The inspection costs at loading port shall be for the Seller’s account; while at discharging port shall be the Buyer’s account.
10.2 Quantity and quality assessments, conducted by the appointed Surveyor Company, shall be in accordance with methods and procedures usually used in the Iron Ore Lump practice, and however, at all times, shall strictly comply with the revised ASTM International standards and procedures enforced at the date of compliance.
10.3 For converting volumes, from observed to standard temperature, volumes to weight, ASTM tables, latest revised edition, have to be used.所要檢驗的內容,從保守的溫度到標準的溫度以及重量 /數量,必須採用國際標準組織(ASTM)
最新標準。
10.4 The assessed reports in quantity and quality issued by SGS at discharging port in Taiwan will be used for computing the amount to be paid to the Seller, applying the price as per the contract. If the delivery assessed quantity is over the contract quantity, buyer will pay the over value to seller by T/T, or otherwise, buyer will pay thru relative L/C for exact amount if the delivery assessed quantity is smaller than contract quantity.
10.5 The Buyer may at its own expense sent its personnel to supervise the loading operation, Provided that the Seller should give a prior notice within 14 days before such loading operation,so that the Seller may apply for entry visas for its personnel.
11.1 For NAR content ... :In respect of each shipment of steaming coal, which does not meet the NAR set forth in Clause 6, the base price referred to in Clause 6 shall be adjusted in accordance with NAR as determined pursuant to the provisions of Clause 11 as follows:關於發熱值,對於每個航次動力煤的裝運,如果收到基低位熱值不符合第六項條款的規定,在第六條款當中所闡述的基價應該由在第十一條款中規定的內容進行調整。調整序列如下:
Buyer can reject the cargo if NAR is lower than 5300Kcal/Kg or the price adjustment.The price will be a reduction of US$ 0.014 per MT for every 1Kcal/kg below contract specification(NAR5500Kcal/Kg) but above NAR5300Kcal/Kg and the price will be a reduction of US$ 0.042per MT for every 1Kcal/kg below NAR5300Kcal/Kg and a rising of US$0.014 per MT for every1Kcal/kg higher than contract specification(NAR5500 Kcal/Kg).如果收到基低位熱值低於 5300Kcal/Kg,買方有權拒收貨物。或者,進行價格調整如下:若收到基低位熱值小於 5500Kcal/Kg 但高於 5300Kcal/Kg,則以 1Kcal/kg為基準,每少1Kcal/kg減價美元 0.014/每噸。
11.2 For Other Elements ......關於其他成分Buyer can reject the cargo if content of SULPHUR is higher than 1.0%.硫含量不得高於 1.0%,否則買方有權拒收。Buyer can reject the cargo if total MOISTURE higher than 18%. Every 1% above 16% of total MOSITURE, the total WEIGHT will be deducted 1% in return.
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.
如果任何一方未能向對方履行合同義務,受損一方有權選擇取消履約,起訴責任一方。
CLAUSE 13 INSURANCE 第十三章: 保險
Buyer shall buy insurance for 110% value of the cargo with the following Clauses:買方應為貨物買以下的保險 110%。
CLAUSE 14 CLAIMS 第十四章:索賠
14.1 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
任何一方向另一方提賠,必須自發生日起 2個月內提出。
14.2 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.
14.3 If within Fifteen - (15) calendar days from date of discharge of vessel, the Buyer fails to inform the Seller confirming the non-compliance by SGS or Independent Surveyor the commodity will be deemed to have been accepted by the Buyer, and the Seller will accept no claim.
14.4 All claims will be executed in writing and both parties agree to acknowledge such claims by written acceptance thereof.雙方認為所有索賠的要求必須以書面形式提出。
CLAUSE 15 TAXES, OBLIGATIONS AND IMPORT 第十五章:稅費,義務,進口
15.1 The Seller shall pay all and any taxes, duties, related to the performance of this contract and collected up to the nominated discharge port.
賣方負責執行本合同發往買方指定的卸貨港前的商品的所有稅負和費用。
15.2 The Buyer shall pay all and any taxes, duties, related to the performance of this contract and collected at the discharge port.
買方負責執行本合同接收到達卸貨港後的商品的所有稅負和費用。
CLAUSE 16 LIABILITY EXEMPTIONS 第十六章:責任的免除
16.1 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
16.2 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).
16.3 No reduction or suspension in the deliveries or receipt 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
如果發生上述事件,買方不應減少或暫停收貨。相反應給予 30天時間的寬限。
16.4 The certificate issued in original by the competent recognized authority should be deemed as sufficient proof for the claim force Majeure and duration.
當事政府當局出具的正本證書應視為不可抗力足夠的證明。
CLAUSE 17 APPLICABLE LAW 第十七章:適用的法律
This Agreement shall be interpreted in accordance with the laws of Singapore. 本合同適用的法律為新加坡法律。
CLAUSE 18 BREACH 第十八章:違約
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.
19.1 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 Singapore., by one or more arbitrators appointed in accordance with the said Rules
19.2 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.
19.3 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.
即使因為爭議已提請仲裁,任何一方也不允許不履行合同義務。
19.4 Finding as assessed by the designated third Arbitrator, without any possibility of recourse, will final and binding on both parties.
由第三仲裁員做出的仲裁結果應視為終裁,不允許追索,對雙方均有約束力。
CLAUSE 20 SPECIAL CONDITION 第二十章:特別條款
20.1 Buyer and seller mutually 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 both interest in the negotiation, execution and performance of this contract.
在合同執行中,買賣雙方保證將盡最大努力來避免任何有可能損害對方利益的行為。
20.2 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.
雙方同意本合同的條款無需經特別的確認和同意,均符合國際貿易通則 ICC 2000最新版之規定。
20.3 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.
交貨計畫必須報告交貨日期,船名(如果還沒有船名,則需注明“待定 ”)以及數量。
20.4 Any notice or communication to be given by one party to the other shall be in English/Chinese Language and shall be delivered to the party concerned by letter, telex or facsimile. The Chinese version is the only legal version.任何一方發給另一方的通知或訊息,其內容應採用英語或中文,並經由信函、電報或傳真的方式。本合同最終以中文為準。
21.1 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.所簽字的雙方在本次交易中接受並同意國際商會關於不可跨越條約之規定。
21.2 To include but not limited to the Buyer, Seller, their agents, mandates, nominees, assignees, and all intermediaries party to this agreement/contract.
包括但不僅限於買方,賣方,他們的代理,被授權人,被任命者,受讓方以及涉及本合同的所有的中間方。
21.3 This agreement shall be kept in the strictest confidence between them for at least Five (5) years from the date hereof.
上述所涉及的各方面之間必須嚴格保守資料外洩至少 5 年時間。
21.4 Neither party is entitled to transfer their rights and/or obligations under this contract to a third party with exceptions of Financial Agent and facilitator of the Seller/Buyer, as it is provided in appendix 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
12 Buyer (買家蓋章) Seller(賣家蓋章)
SALE AND PURCHASE CONTRACT OF STEAM COAL
5500NAR 50,000MT Contract No. KF-CHIN- 102426 1 號 DATE: 01//27//2011case 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.
21.1.1 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.船到達卸貨港錨地後,無論是否週末和節假日,船長將通過電報,無線通訊立即發出準備進港的通知給買方及船代。
22.1.2 Turn time 48 hours from (N.O.R) tendered, unless discharging operation started earlier when the actual time used to count as lay time.卸貨時間為發出 NOR後 48 小時開始起算,除非卸貨已開始,卸貨時間按實際操作時間計算。
22.1.3 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 lay time.
22.2 Shipping agent at discharging port to be nominated by the Buyer.卸貨港船舶代理由買方指定。
22.3 Vessel to provide sufficient lightings for smooth discharging operation during nights.卸港夜間操作時,船方須提供充足的照明以保證正常卸貨。
22.4 DEMURRAGES RATE WILL BE USD$18,000/DAY
滯期費為每天美元 18,000 元CLAUSE 23 GENERAL 第二十三章:總則
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.
23.2 The article and other headings in this agreement are for convenience only and shall not be interpreted in any way to limit or change the subject matter of this agreement.
本合同所用的標題及序號只是為了方便,不作為任何限制,改變本合同條款之用途。
23.3 All signed appendices, annexes and supplements shall constitute an integral part of the present contract.
所有簽署的附件,補充等均作為本合同不可分割的一部分。
13 Buyer (買家蓋章) Seller(賣家蓋章)
SALE AND PURCHASE CONTRACT OF STEAM COAL
5500NAR 50,000MT Contract No. KF-CHIN- 102426 1 號 DATE: 01//27//201123.4 Conditions that have not been specified in the present contract shall be governed by
INCOTERMS and subsequent amendments related to FOB basis to discharge ports. 本合同未涉及的條款/條件應按照國際貿易通則相應的 FOB卸貨港之規定執行。
23.5 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.
電子版檔應視為有效和有約束力。任何一方有權向對方索取任何電子版檔的正本。
23.6 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.
雙方同意所簽署的傳真件或電子版的合同具有完全的效力和約束力,直到收到正本合同。
23.7 Grammatical mistakes, typing errors, if any, shall not be regarded as contradictions. 本合同中的語法錯誤,拼寫錯誤,如果有的話,將不被視為矛盾所在。
23.8 The information contained herein shall be kept confidential, and shall not be subsequently disclosed to third parties or reproduced in any way, except to third parties who are necessary to the implementation of The Agreement.本合同中的任何資訊均為保密的。雙方不得向任何第三方透露,複製,除非第三方是本合同
25.1 BUYER BANK (買方銀行): BANK NAME : BANK ADDRESS : ACCOUNT NAME :ACCOUNT NO : BANK FAX : BANK TEL : BANK SWIFT :
25.2 SELLER BANK (賣方銀行) BANK NAME :
14 Buyer (買家蓋章) Seller(賣家蓋章)
SALE AND PURCHASE CONTRACT OF STEAM COAL
5500NAR 50,000MT Contract No. KF-CHIN- 102426 1 號 DATE: 01//27//2011 BANK ADDRESS : ACCOUNT NAME :
ACCOUNT NO : BANK FAX : BANK TEL :
BANK SWIFT :
CLAUSE 26 ATTACHMENT OF THE CONTRACT 第二十六章:合同附件
ANNEX A – Shipping Contract Confirmation 租船合同的確認
ANNEX B – Destination Port(s) Confirmation 目的港的確認
ANNEX C – Non-Circumvention & Non-Disclosure Working Agreement不可跨越條約
CLAUSE 27 CONCLUSION 第二十七章:結束語
The Agreement is compiled in two (2) originals, each party retaining one (1) 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.
LC ISSUANCE DATE QUANTITY +/- 10% AMOUNT OF LC, USDxx February 2011 20,000 MT 1,480,000.00xx February 2011 16,000 MT 1,184,000.00xx February 2011 14,000 MT 1,036,000.00