俄羅斯進口煤炭英文合同

1、精選Contract for sale and purchase of Russian Steam (Non-Coking)Coal in bulk dated 1st, February, 2012.RUSSIAN STEAM COAL GCV 6300/6100Between: Xxx,a company incorporated under the laws of Russia, having its registered office address at prospect ,hereinafter referred to as SELLER,AndXXX,a company regi

2、stered under the laws of China, having its registered office address at xxx ,hereinafter referred to as BUYER.By this agreement, the Seller agrees to sell and the Buyer agrees to buy the material Specified below as per mentioned terms and conditions:1. DEFINITIONSIn this Agreement, unless the contex

3、t otherwise requires, the following terms shall respectively have the following meaning: “Ton (s)”, “Ton(s)”, and “MT” means Metric Tons of 1,000 Kg(s) as defined in “International System of Units”a. A fraction of a ton in any calculation shall be rounded up to the nearest ton if such fraction is on

4、e half of a ton or more, and shall be rounded down when otherwise.b. “Dollars”, “US Dollars”, “USD”, “US$”, “$”, “Cents” where used shall refer to the currency of the United States of America.d. A fraction of a cent in any calculation shall be rounded up to the nearest cent if such fraction is one h

5、alf of a cent or more, and shall be rounded down when otherwise.e. “Coal” means Steam/Thermal Coal (Non Coking Coal). f. “ADB” means Air Dried Basis.G. “ARB” means As Received Basis.h. “GAR” means Gross As Received basis. I. “NAR” means Net As Received basis. J. “ASTM” means the American Society for

6、 Testing and Materials and “ISO” means International Organization for Standardization. k. “Bill of Lading”, “BL” or “B/L” means receipt given by the barge for the coal shipment and is a document of title. l. “ETA” means expected time & date of arrival. m. “CIF” Cost, Insurance and Freight strictly a

7、s referred to in the interpretations defined by the INCOTERMS Edition 2000 with latest amendments. n. “Kcal/Kg” means Kilocalories of energy per kilogram of coal. o. “Laytime” means time allowed to load the Cargo on to the Mother Vessel. p. “Calendar quarter” Period of three (3) consecutive months 1

8、st January, 1st April, 1st July or 1st October. q. “Port of Loading” means the port at which the coal is to be loaded in Russia. r. “Pratique” means permission to do business at a port by a ship that has complied with all applicable local health regulations. s. “Statement of Facts” means a statement

9、 prepared by the ships agent at the port of loading which shows the date and time of arrival of the barge and the commencement and completion of loading. It details the quantity of cargo loaded each day, the hours worked and the hours stopped with the reasons of stoppages. t. “Working day” means a d

10、ay upon which business is regularly transacted and unless expressly stated, the term “day” shall be deemed to mean “calendar day”. u. “Weather Working Day” means day of 24 consecutive hours on which work in loading coal on board a Vessel may be carried out without loss of time due to the weather. v.

11、 “Party” or “Parties” means Seller or Buyer or both. w. “CP” means Charter Party.2. TERMS OF AGREEMENTThe parties hereby agree that the term of this agreement shall commence from the date of signing of this Agreement until the sale and delivery of the contracted quantity under this agreement has bee

12、n fully performed by the parties or until both parties mutually agree to terminate this agreement, whichever comes earlier. Buyer shall purchase the coal from Seller on CIF vessel basis (INCOTERMS 2000).3. COMMODITY, QUANTITY, SHIPMENT SCHEDULE3.1. Commodity: Non-Coking Thermal/Steam Coal in bulk fr

13、om Kuzbass region, southern Siberia.3.2. Quantity: 3,150,000 MT X 10 months MT +/- 10% divided over 10 (Ten) months.3, 1 50,000 MT /year （ trial order 50,000MT for first month, Second month 100,000 MT ，starting from the third month 300,000MT X 1 0 months ）. All shipments +/- 10% at Vessels option. D

14、elivery commences in September 2011 until September 2012. 3.3 Shipments:Shipments shall be evenly according to the schedule under clause 3.2 or as mutually agreed between the Seller and Buyer.4. GUARANTEED SPECIFICATIONSAs per ASTM / ISO standard: on Air Dried Basis (ADB) unless otherwise specified:

15、NOPARAMETERBASISGUARANTEED UNIT01Total MoistureARB10-15%02Inherent MoistureADB7-9%03Ash ContentADB12-15%04Volatile MatterADB35-45%05Fixed CarbonADB60%06Total SulfurADB1%07Hard Grove IndexIndex45minIndex08Gross Caloric ValueADB6300-6100Kcal/kg09Size (Crushed)mm0-50mm 90%5. PRICE5.1. Coal The Base Pri

16、ce is $ 93.00 USD / MT (United States Dollars ninety three point zero per MT) CIF Vessel basis on Gross Calorific Value of 6300-6100 kcal/kg (ADB). The above mentioned price shall be applied for the whole contract shipments.5.2. BONUSES, PENALTIES & REJECTIONS APPLICABLEBUYER has the option to PENAL

17、TY of the Cargo if the actual analysis result of any Shipment for Gross Calorific Value (ADB) is below 6300 KCal/Kg. SELLER has the option to BONUS of the Cargo if the actual analysis result of any Shipment for Gross Calorific Value (ADB) is above 6100 KCal/Kg. Bonuses, Penalties and Rejection of Ca

18、rgo will be based and determined on the actual analysis done by the Independent Surveyor on Loaded Barges. In the event of Cargo Rejection, all costs of offloading/discharge of Cargo at Loading Port will be borne by the SELLER. The BUYER has the option to reject the Cargo if the Cargos specification

19、 is below the following parameters:COAL SPECIFICATIONS PARAMETERSTotal Moisture (ARB)10-15%Ash Content (ADB)12-15%Total Sulfur (ADB)1 %Gross Calorific Value KCal/Kg (ADB)6300-6100 Kcal/kg / Coal specification ” , 10 . , 29%. , . . , . Tugnuisky . , - .BCD (SEMI-SOFT) (LOW )TUGNUISKY(LOW ),% AR101191

20、110111112,% AD89293514161416. .,% AD35-3931-3433-3533-35,% AD0,40,50,250,40,250,390,40,6GADCV, / 75005850540052006200610069006800, 0-500-500-500-50Oversize,%0,510,510,510,511615-FSI5,55-N-0,81,41,11,4-AFT T112501200130012501300125012001150 .7 , .7 . AFT , . . , - CV (+0,5%). CV .BCD (SEMI-SOFT) (LOW

21、 )TUGNUISKY(LOW ),% AR1011911,% AR10119,% AD892935,% AD8929. .,% AD35-3931-34. .,% AD35-3931-34,% AD0,40,50,250,4,% AD0,40,50,25GADCV, / 7500585054005200GADCV, / 750058505400, 0-500-500-500-50Oversize,%0,510,51Oversize,%0,510,51615-1615-FSI5,55-FSI5,55-N-0,81,4N-0,8SPECIFICATIONS OF HCV STEAM COAL 6

22、3/61GCV Kcal/Kg (ADB): 6300 6100NCV Kcal/Kg (ADB): 5500 5300Total Moisture (ARB): 10% -15%Inherent Moisture (ARB): 7% -9%Ash Content (ADB): 13% -15%Volatile Matter (ADB): 35% - 45%Fixed Carbon (ADB): By DifferenceTotal Sulphur (ADB): 1%HGI: 42-50Ash F Temp C: Min 1250Size 0-50mm: Min 90%6. WEIGHT &

23、QUALITY DETERMINATION6.1. Weight: The cargo weight of each shipment shall be calculated to the nearest metric ton (MT) using draft surveys and shall be determined at the loading port. The draft surveys shall be conducted by INDEPENDENT SURVEYOR or INTERTEK, to be appointed by BUYER and for SELLERs a

24、ccount. The INDEPENDENT SURVEYOR shall provide the corresponding Certificate of Weight for each shipment at loading port. The weight so determined shall be final and binding upon SELLER and BUYER for invoicing purpose and settlement of payment of each shipment under this contract, and shall form the

25、 basis of settlement unless adjustment is required in accordance with Article 6 hereof. The costs of draft surveys at loading port shall be for the SELLER account. 6.2 Coal Quality: The sampling and analysis of the coal shipments shall be conducted at the loading port by INDEPENDENT SURVEYOR or INTE

26、RTEK. The INDEPENDENT SURVEYOR shall provide the corresponding Certificate of Sampling and Analysis for the entire cargo loaded on buyers nominated barge at loading port. Such coal quality determination at loading port shall be final and binding upon SELLER and BUYER for invoicing purpose and settle

27、ment of payment of each shipment under this contract, and shall form the basis of settlement unless adjustment is required in accordance with Article 6 hereof.The sample shall be extracted and analyzed in accordance with ASTM/ISO/GOST standards. The cargo composite sample shall be divided into 3 par

28、ts to provide:- 1 (one) sample of cargo analysis- 1 (one) sample for the buyer, if requested- 1 (one) umpire sample which shall be retained by INDEPENDENT SURVEYOR or any other mutually agreed inspection agency UNTIL 90 (ninety days) of after completion of loadingThe costs for sampling and analysis

29、shall be for the account of SELLER. Cost of request of additional sampling of the umpire sample shall be borne by the requesting party. The BUYER has the right, at its own expenses to pre-inspect the material at the Loading Port Stockyard prior to the Shipment, to inspect loading operations and to F

30、ollow the sampling of the material and it analysis.7. NOMINATION OF VESSEL7.1 Seller to nominate a 10 (ten) day laycan to Buyer. The first laycan under this agreement is set for commencement on _ February 2012 until _ _ 2012. If NOR of vessel is not received within the period set forth in point 9.3

31、below, Seller may, at their option, elect to cancel this agreement or renegotiate any of the terms and conditions.Subsequent laycans to be nominated a minimum 14 (fourteen) days prior to the agreed laycan and a vessel substitute maximum 2 (two) days before the first date of the agreed laycan receive

32、d by Seller, otherwise Seller shall not commit to perform under the agreed laycan and both parties must agree a new laycan. Seller will reply within 1 (one) day intimating acceptance of the nominated vessel, which acceptance Shall not be unduly withheld.7.2 Vessel to be classed highest Lloyds or ABS

33、 or equivalent and ISM certified with maximum 20 years of age unless otherwise agreed. Vessels with more than 20 years of age to be mutually agreed on a case by case basis.The vessel shall be equipped with 4 (four) sets of crane system with minimum capacity 20 MT and fitted 4 (four) sets of grabs ea

34、ch with minimum capacity of 8.0 CBM to achieve the loading rate as stated in the article 7.3. BUYER shall be responsible for Grabs in case assigned Ship is without Grabs on Board.7.4 Buyer to appoint agents at load port whose full style shall be forwarded to Seller. Buyer or their agents shall tende

35、r Notice of Arrival (N.O.A) 10, 7, 5, 3, 2, and 1 day(s) prior ETA vessel in the loading port to the Seller.8. SHIPPING TERMS8.1 The loading rate is x,000 MT PWWD SHINC basis geared & grabbed vessel, excluding Major Indonesian Holidays: 2 days of Idul Fitri, 1 day of Idul Adha, 1 day of Independence

36、 day and 1 day of Christmas day. This rate shall be the base rate for calculation of demurrage or dispatch.8.2 Seller guarantees Buyer with one (1) safe Anchorage at xxxx, xxxx, Indonesia, confirmed at the time of vessel acceptance.8.3 Buyer/Vessel agent shall intimate in writing to the Seller, the

37、name of person, company and full style of the nominated Vessel agents at the load port. The NOR (Notice of Readiness) shall be addressed and tendered to the agent by e-mail or fax. The NOR to be tendered ATDN SHINC, major holidays excluded, and NOR will be deemed accepted if it has been tendered as

38、per contractual terms. Laytime to commence 12 hours after tendering NOR, unless it commences sooner, in which case actual time is used to count.8.4 Detention: In the event the vessel is prevented from or delayed in berthing or sailing at/from the load port as a result of Sellers failure to complete

39、all formalities and process necessary documentation and Buyer has provided necessary L/C before shipment, Seller will be responsible for the costs associated with the detention of the vessel over and above demurrage.8.5 In the event of changing vessel laycan, the Buyer shall notify the Seller by wri

40、ting 2 (two) weeks before the first day of laycan. In case the vessel arrives before laycan, the Seller has right to make her wait till the first day of the agreed laycan or to commence loading upon arrival. In case of the vessel arrival after agreed laycan, the Seller shall be entitled to compensat

41、ion and no demurrage vessel shall be applied. This compensation shall be at rate of USD 4,000 (Four Thousand) per barge per running day. Pro-rata of 24 (twenty-four) consecutive hours Sunday and holiday included, until such time as the barge has been fully discharged.8.6 Stevedores: The stevedores a

42、t port of loading are to be appointed by Seller at their risk and expense. Loading is to be done under supervision of Master. Master can stop loading if in his opinion it is found unsafe and may cause damage to the vessel. Lay time shall not stop due to this stoppage of work until Sellers/stevedores

43、 rectify condition for safe loading. All delays due to this stoppage of work to be on SELLER account.Should Master suspect any damage caused to Vessel by Barges and /or due to Stevedores, Master to immediately notify in writing to Stevedores / SELLER / SELLERAgent by fax / cable or telex within twen

44、ty four (24) hours of its occurrence. SELLER or their Agents have the right to inspect any reported damage with their own Surveyor. Master has the right to report the hidden damages upon discovery whether at sea or at Loading Port. SELLER is solely responsible for such damage and same to be repaired

45、 at SELLER time and cost prior to Vessel sailing from Loading Port except for hidden damages which are to be repaired at SELLER cost and time at a place and time requested by the Owners.8.7 Dead Freight: Owner / Master / Agents of the Vessel nominated to SELLER by BUYER shall declare the stowage pla

46、n to the SELLER / their Agents by e-mail / fax, prior to arrival of Vessel at Loading Port. Once the stowage plan is declared, the SELLER shall load Coal as per the quantity declared in the stowage plan. For any short quantity loaded, the SELLER shall pay dead freight which shall be calculated by mu

47、ltiplying the short quantity by the freight rate of the Vessel nominated to the SELLER.9. PAYMENT TERMS9.1 BUYER shall establish through prime bank acceptable to SELLER not later than 25(twenty five) days prior to each nominated laycan at port of loading of the Vessel, an Irrevocable Letter of Credi

48、t, draft at sight for 100 PCT (One Hundred Percent) of net invoice value including a plus/minus 10% loading tolerance, opened by a first class international bank in favor of SELLER and confirmable-and-negotiable. Such Letter of Credit shall be in United States currency adequate to reimburse SELLER f

49、or covered 100% and the maximum amount of Coal to be shipped in such Vessel, including a plus/minus 10% loading tolerance .The First Letter of Credit shall be advised to Seller on or before (_) February 2012. In the event that First Letter of Credit is not advised on said date, Seller may, at their

50、option, elect to cancel this agreement or renegotiate any of the terms and conditions. SELLER or SELLER Nominated shall provide the name and Bank details before opening the L/C. The BUYER shall send Draft Copy of L/C for approval of SELLER or SELLER Nominated before opening of the L/C to SELLER or SELLERs Nominated Bank. This Draft approval by both Parties should be done before the signing of this Contract. In the event BUYER opens L/C di