煤炭CIF CONTRACT 模板 与外方合同20150908

AGREEMENT FOR SALE AND PURCHASE OF COAL

煤炭购销合同

BETWEEN:

XXX XXX

(“SELLER”)

（“卖方”）

AND

XXX

XXX

(“BUYER”) （“买方”）

REFERENCE NO. XXX

DATED XXX

AGREEMENT FOR SALE AND PURCHASE OF COAL

NO. XXX

THIS AGREEMENT FOR SALE AND PURCHASE OF COAL NO. XXX (THE “AGREEMENT”) IS ENTERED IN THIS XXX, BY AND BETWEEN: 本合同（合同号：XXX）由以下各方签订于XXX：

XXX, A COMPANY INCORPORATED UNDER THE LAWS OF XXX, HAVING ITS REPRESENTATIVE OFFICE AT XXX (HEREINAFTER REFERRED AS “SELLER”, WHICH EXPRESSION SHALL, UNLESS EXCLUDED BY OR REPUGNANT TO THE CONTEXT, BE DEEMED TO INCLUDE ITS LEGAL HEIRS, SUCCESSORS AND PERMITTED ASSIGNS);

XXX，依据XXX法律注册，其办公地址为XXX。（以下简称“卖方”。）

AND

XXX, A COMPANY INCORPORATED UNDER THE LAWS OF XXX, HAVING ITS REPRESENTATIVE OFFICE AT XXX. (HEREINAFTER CALLED “BUYER”, WHICH EXPRESSION SHALL, UNLESS EXCLUDED BY OR REPUGNANT TO THE CONTEXT, BE DEEMED TO INCLUDE ITS LEGAL HEIRS, SUCCESSORS AND PERMITTED ASSIGNS);

XXX，依据XX法律注册，其办公地址为XXX。（以下简称“买方”。）

SELLER AND BUYER HEREINAFTER REFERRED TO JOINTLY AS THE “PARTIES” AND INDIVIDUALLY AS “PARTY”. 卖方和买方共同称为“各方”。

RECITALS : 序言：

- WHEREAS, SELLER AGREES TO SELL STEAM COAL OF THE SPECIFICATIONS SET OUT IN THIS AGREEMENT TO BUYER AND BUYER AGREES TO BUY STEAM COAL FROM SELLER UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT.

卖方同意向买方销售且买方同意依据本协议中规定的条款从卖方购买煤炭，且双方均理解各方应遵循互

信真诚的原则履行各自义务。

IN CONNECTION TO THE ABOVE, THE PARTIES HEREBY AGREE, AS FOLLOWS: 1. DEFINITIONS

定义

IN THIS AGREEMENT, UNLESS THE CONTEXT OTHERWISE REQUIRES, THE FOLLOWING TERMS SHALL RESPECTIVELY HAVE THE FOLLOWING MEANINGS: 本合同中涉及的名词除非另有规定，否则按照以下定义来阐释： 1) A FRACTION OF A CENT IN ANY CALCULATION SHALL BE ROUNDED UP TO THE

NEAREST CENT IF SUCH FRACTION IS ONE HALF OF A CENT OR MORE, AND SHALL BE ROUNDED DOWN WHEN OTHERWISE. 小于一分的部分，按照四舍五入来计算到分。 2) A FRACTION OF A TONNE IN ANY CALCULATION SHALL BE ROUNDED UP TO THE

NEAREST TONNE IF SUCH FRACTION IS ONE HALF OF A TONNE OR MORE, AND SHALL BE ROUNDED DOWN WHEN OTHERWISE. 小于一吨的部分，按照四舍五入来计算到吨。 3) “ADB” MEANS AIR DRIED BASIS.

ADB指空干基状态。 4) “APPLICANT” MEANS THE ONE WHO IS GOING TO OPEN THE L/C.

申请人指开立信用证的那一方。

Page | 1

“ARB” MEANS AS RECEIVED BASIS. ARB指收到基状态。 6) “ASTM STANDARDS” MEANS THE STANDARDS PRESCRIBED BY THE AMERICAN

SOCIETY FOR TESTING AND MATERIALS. AND “ISO STANDARDS” MEANS INTERNATIONAL ORGANIZATION FOR STANDARDIZATION.

ASTM STANDARDS指美国材料与试验协会标准，ISO STANDARDS指国际标准化组织标准。 7) “ATDN SHINC” MEANS ALL TIME DAY OR NIGHT SUNDAY HOLIDAY INCLUDED.

ATDN SHINC指任何时间，不论白天、黑夜，包括星期天和假日。 8) “BENEFICIARY” MEANS THE ONE WHO IS GOING TO GET BENEFITED BY L/C.

BENEFICIARY指信用证的受益人。 9) “BILL OF LADING” OR “B/L” MEANS THE BILL OF LADING ISSUED BY THE VESSEL

OWNER TO THE SELLER IN RESPECT OF THE STATED AMOUNT OF COAL IN A PARTICULAR SHIPMENT.

BILL OF LADING或 B/L指船东收到货物后出具的货物收据，提单还代表所载货物的所有权，是一种具有物权特性的凭证。

10) “BUSINESS DAY(S)” MEANS A DAY (OTHER THAN SATURDAY, SUNDAY OR PUBLIC

HOLIDAYS) ON WHICH BANKS ARE OPEN FOR BUSINESS IN INDONESIA, SINGAPORE AND CHINA.

BUSINESS DAY(S)指除周六日、公共假期外的印尼、新加坡和中国的银行工作日。

11) “CERTIFICATE OF SAMPLING AND ANALYSIS” MEANS A CERTIFICATE OF

ANALYSIS IN RESPECT OF THE PROPERTIES OF COAL, BASED ON THE SPECIFICATIONS AS STATED IN CLAUSE 5.

CERTIFICATE OF SAMPLING AND ANALYSIS指品质证书。

12) “CERTIFICATE OF WEIGHT” MEANS A CERTIFICATE OF WEIGHT, CERTIFYING THE

BILL OF LADING WEIGHT, PREPARED IN ACCORDANCE WITH CLAUSE 9. CERTIFICATE OF WEIGHT指重量证书。

13) “COAL” MEANS STEAM (NON-COKING) COAL IN BULK, PRODUCED BY MINE IN

SOUTH KALIMANTAN, INDONESIA, AS STATED IN CLAUSE 3.2 AND WHICH SHALL BE PURCHASED BY BUYER UNDER THIS AGREEMENT. COAL指产于印尼南加里曼丹的买卖双方交易的煤炭。

14) “COMMERCIAL INVOICE” MEANS THE INVOICE PREPARED BY SELLER TO BUYER

UNDER THIS CONTRACT.

COMMERCIAL INVOICE指此合同项下卖方出具给买方的商业发票。 15) “ETA” MEANS EXPECTED TIME ARRIVAL OF THE VESSEL.

ETA指船舶预计抵达时间。

16) “CIF” MEANS COST, INSURANCE AND FREIGHT, IN ACCORDANCE WITH

INCOTERMS 2010.

CIF指包含成本、保费和运费的价格。

17) “FORCE MAJEURE EVENT” MEANS ANY OCCURRENCE OR OMISSION AS A RESULT

OF WHICH THE PARTY RELYING ON IT IS PREVENTED FROM, OR DELAYED IN, PERFORMING ANY OF ITS OBLIGATIONS (OTHER THAN A PAYMENT OBLIGATION) UNDER THIS AGREEMENT AND WHICH IS BEYOND THE REASONABLE CONTROL OF THAT PARTY AND NOT CAUSED BY THAT PARTY’S FAULT OR NEGLIGENCE, INCLUDING (WITHOUT LIMITATION) BLOCKADE OF THE PORTS OF LOADING OR DISCHARGE, ACTS OF GOD, FORCES OF NATURE, INDUSTRIAL ACTION AND ACTION OR INACTION BY A GOVERNMENT OR SEMI-GOVERNMENTAL BODY, AUTHORITY OR AGENCY.

FORCE MAJEURE EVENT指不可抗力条款。

18) “GOVERNMENT” MEANS THE GOVERNMENT OF INDONESIA, SINGAPORE AND

CHINA INCLUDING ANY AGENCY, MINISTRY OR POLITICAL SUBDIVISIONS, WHETHER FEDERAL, STATE, LOCAL OR FOREIGN, OR ANY AGENCY OR

5)

Page | 2

INSTRUMENTALLY OF ANY SUCH GOVERNMENT OR POLITICAL SUBDIVISION OR ANY COURT OR ARBITRATOR.

GOVERNMENT指印尼、新加坡和中国的相关政府机构。

19) “IMSBC CODE” MEANS INTERNATIONAL MARITIME SOLID BULK CARGOES CODE. IMSBC CODE指国际海运固体散货安全操作规则。

20) “INDEPENDENT SURVEYOR” MEANS INDEPENDENT INSPECTION AGENCY AT

INDONESIAN LOADING PORT, AS MUTUALLY AGREED BY BOTH PARTIES.

INDEPENDENT SURVEYOR指双方认可的独立检验机构。

21) “INDONESIAN MAJOR HOLIDAYS” MEANS 2 (TWO) DAYS OF IDUL FITRI, 1 (ONE)

DAY OF WAFAT ISA AL MASIH (GOOD FRIDAY), 1 (ONE) DAY OF IDUL ADHA, 1 (ONE) DAY OF INDEPENDENCE DAY, I (ONE) DAY OF CHRISTMAS DAY, AND 1 (ONE) DAY OF NEW YEAR’S DAY.

INDONESIAN MAJOR HOLIDAYS指印尼的主要节假日，包含开斋节2天、GOOD

FRIDAY1天、回教新年1天、独立日1天、圣诞1天和元旦1天。

22) “KCAL” MEANS KILOCALORIE (S) AS DEFINED IN THE “INTERNATIONAL SYSTEM

OF UNITS”. KCAL指千卡。

23) “KG” MEANS KILOGRAM (S) AS DEFINED IN “INTERNATIONAL SYSTEM OF UNITS”.

KG指千克。

24) “LAYTIME” MEANS TIME ALLOWED TO LOAD THE CARGO OF THE COAL ON TO

THE MOTHER VESSEL.

LAYTIME指船舶允许装货的时间。

25) “LOADING PORT” MEANS THE PORT AT WHICH THE COAL IS TO BE LOADED IN

INDONESIA, AS STATED IN CLAUSE 3.4 HEREIN. LOADING PORT指条款3.4所指的印尼装货港。

26) “GAR” MEANS THE GROSS AS RECEIVED CALORIFIC VALUE OF THE COAL.

GAR指收到基高位热值。

27) “NAR” MEANS NET AS RECEIVED BASIS, ON WHICH GAR IS CALCULATED.

NAR知收到基低位热值。

28) “NOR” MEANS NOTICE OF READINESS.

NOR指船舶准备就绪通知书。

29) “PWWD SHINC” MEANS PER WEATHER WORKING DAY SUNDAY HOLIDAY

INCLUDED.

PWWD SHINC指晴天工作日，包括周日和节假日。

30) “STATEMENT OF FACTS” OR “SOF” MEANS A STATEMENT PREPARED BY THE

VESSEL’S AGENT AND SIGNED BY THE VESSEL MASTER OR HIS AUTHORIZED REPRESENTATIVE AT THE LOADING PORT WHICH SHOWS THE DATE AND TIME OF ARRIVAL OF THE VESSEL 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 AND IS USED AS A BASIS FOR CALCULATION OF DEMURRAGE AND DISPATCH.

STATEMENT OF FACTS或SOF指装卸时间实时记录，是滞期费和速遣费的计算依据。

31) “TONNE”, “METRIC TONNE” OR “MT” MEANS THE UNIT MEASURING THE

QUANTITY OF THE COAL, IN WHICH 1 METRIC TONNE IS EQUIVALENT TO 1,000 KILOGRAMS, AS DEFINED IN INTERNATIONAL SYSTEMS OF UNITS. TONNE、METRIC TONNE或MT指重量单位公吨。

32) “WEATHER WORKING DAY” MEANS A DAY OF 24 CONSECUTIVE HOURS ON

WHICH WORK FOR LOADING COAL ON BOARD A VESSEL MAY BE CARRIED OUT WITHOUT LOSS OF TIME DUE TO THE WEATHER. WEATHER WORKING DAY指晴天工作日。

33) “CNY” SHALL REFER TO THE CURRENCY OF THE PEOPLE'S REPUBLIC OF CHINA

AND “USD” SHALL REFER TO THE CURRENCY OF UNITED STATES OF AMERICA.

Page | 3

CNY指中国货币单位人民币元，USD指美国货币单位美元。

34) “VESSEL(S)” MEANS SINGLE DECK, OCEAN GOING BULK CARRIERS RATED LLOYD’S

100A OR EQUIVALENT, SUITABLE TO ENTER, BERTH AND LEAVE THE LOADING PORT NOMINATED BY SELLER AND IN COMPLIANCE WITH CLAUSE 10. VESSEL(S)指符合条款10的散货船。

REFERENCES TO CLAUSES ARE TO CLAUSES OF THIS AGREEMENT. THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT.

引用条款是本合同的条款。本合同的标题仅为方便起见,不影响本合同内容的注释或解释。 2. TERM OF AGREEMENT

合同期限

THE 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 BEEN FULLY PERFORMED BY THE PARTIES AND ALL THE OBLIGATIONS WITH RESPECT TO THIS AGREEMENT HAVE BEEN FULLY COMPLETED OR UNTIL BOTH PARTIES MUTUALLY AGREE TO TERMINATE THIS AGREEMENT, WHICHEVER COMES EARLIER.

经友好协商，现各方同意,本合同有限期自本合同签订之日起直至双方完成合同项下全数货物的销售

和运输或各方完全履行合同项下各方对应的责任和义务或双方同意终止合同，以先发生者为止。

3. QUANTITY AND DELIVERY

货量和运输

3.1 QUANTITY AND DELIVERY PERIOD

货量和交货期

SELLER AGREES TO SELL AND DELIVER AND BUYER AGREES TO PURCHASE AND LIFT A QUANTITY OF 65,000 (SIXTY FIVE THOUSAND) MTS OF COAL PROVIDED THAT SUCH QUANTITY MAY BE VARIED +/- TEN PERCENT (10%) AT OWNER’S OPTION. THIS QUANTITY SHALL BE DELIVERED BEFORE XXX.

合同货量为65,000吨（+/- 10%），以实际装船数量为准，装运时间不得迟于XXX。

3.2 MINE/ORIGIN

原产地

THE COAL IS A SINGLE MINE COAL FROM THE MINE(S) LOCATED IN INDONESIA. 产于印尼单一煤矿的煤炭。

3.3 DISCHARGING PORT

卸货港

ANY PORT(S) IN MAINLAND CHINA. 中国大陆任意港口。

4. SPECIFICATION

煤炭品质

THE COAL SHIPPED BY SELLER SHALL MEET THE FOLLOWING MINIMUM SPECIFICATIONS AS PER ISO STANDARD: 双方约定的煤炭品质如下（ISO标准）：

TOTAL MOISTURE (ARB) 全水（收到基） TYPICAL典型值 25% REJECTION拒收值 >27%

Page | 4

INHERENT MOISTURE (ADB) 内水（空干基） ASH (ADB) 灰（收到基） VOLATILE MATTER (ADB) 挥发分（空干基） SULPHUR (ADB) 硫（收到基） NCV (ARB) 低位热值（收到基） HGI 可磨性指数 SIZE (0-50MM) 粒度(0-50MM) 5.

AS ANALYZED 5.5% 38% 0.9% 4,800 KCAL/KG 4800千卡/千克 47 100% -- >7% >43% >1% <4,600 KCAL/KG 小于4,600千卡/千克 <42 <95% PRICE 价格

USD A*101.5% (USD A*101.5%) PER METRIC TON CIF ANY PORT(S) IN MAINLAND CHINA, INCOTERM 2010

到中国大陆任意港口的含保费到岸价为A*101.5%美元/吨。 6. PRICE ADJUSTMENTS

价格调整

THE FOLLOWING PRICE ADJUSTMENT BASED ON QUALITY DETERMINATIONS MADE IN ACCORDANCE WITH CLAUSE 8 SHALL APPLY TO SHIPMENTS OF COAL MADE UNDER THIS AGREEMENT.

根据条款8所做出的品质结果来进行如下价格调整。

7.1 NCV (ARB)

低位热值（收到基）

IF THE ACTUAL NCV IS FOUND TO BE HIGHER OR LOWER THAN 4,800 KCAL/KG (ARB), THE CIF PRICE WILL BE CALCULATED, UNTIL THE REJECTION LIMIT, AS FOLLOWS:

ACTUAL NCV (ARB)

ADJUSTED PRICE = ------------------------------- X USD(B*103%)/MT + USD (A*103%-B*103%)/MT 4,800 KCAL/KG

若装货港化验证书上的低位热值（收到基）高于或低于4800千卡/千克时，将按以下公式来计算发

票价格： 实际低位热值（收到基）

调整后的发票价格 = ------------------------------------- X (B*103%)美元/吨 + (A*103%-B*103%)美元/吨

4800 千卡/千克

7. SAMPLING AND ANALYSIS

取样化验

ALL SAMPLES AND SAMPLING ANALYSIS NECESSARY PURSUANT TO THIS AGREEMENT SHALL BE CONDUCTED BY MUTUALLY AGRRED INDEPENDENT INSPECTION AGENCY, IN ACCORDANCE WITH ISO STANDARDS.

所有取样化验由双方约定的独立检验机构根据ISO标准来进行。 8.1 APPOINTMENT OF INDEPENDENT INSPECTION AGENCY

独立检验商委托

Page | 5

THE INDEPENDENT INSPECTION AGENCY WHO SHALL PERFORM THE SUPERINTENDING DURING LOADING OF CARGOES SHALL BE APPOINTED AND PAID BY SELLER.

卖方自费委托双方同意的装货港独立检验商。

8.2 COLLECTION, SAMPLING AND ANALYSIS

采样、制样和化验

(a) SELLER SHALL ARRANGE FOR THE INDEPENDENT INSPECTION AGENCY TO

COLLECT A SAMPLE AT THE LOADING PORT AND TO DETERMINE THE SPECIFICATION OF THE COAL ON THE PERFORMING VESSEL. 卖方安排独立检验商在装货港进行采样化验。

(b) THE SAMPLE COLLECTED FROM EACH SHIPMENT OF COAL SHALL BE

EXTRACTED AND ANALYZED IN ACCORDANCE WITH ISO STANDARDS. THE CARGO COMPOSITE SAMPLE SHALL BE DIVIDED INTO 3 (THREE) PARTS TO BE DISTRIBUTED, AS FOLLOWS:

采样制样和化验须根据ISO标准来执行。采集回来的样品应制成以下三份： (1) 1 (ONE) SAMPLE FOR SHIPMENT ANALYSIS;

一份作为装船化验；

(2) 1 (ONE) UMPIRE SAMPLE TO BE RETAINED BY INDEPENDENT

INSPECTION AGENCY FOR 180(one hundred an eigty) DAYS AFTER THE COMPLETION OF LOADING FOR MUTUALLY AGREED THIRD COUNTRY INSPECTION IN CASE OF ANY DISPUTES ARISES DUE TO THE DIFFERENCES OF LOADING PORT AND DISCHARGE PORT QUALITY, AS PER STANDARD PRACTICE. COST OF SUCH ANALYSIS SHALL BE BORNE BY THE PARTY ORDERING SUCH THIRD COUNTRY INSPECTION; AND 一份作为仲裁样，由独立检验商自装完货后保存180天； (3) 1 (ONE) SAMPLE FOR BUYER, IF NECESSARY.

若有需要，一份给买方。

8.3 COSTS

费用

THE COSTS FOR SAMPLING AND ANALYSIS CONDUCTED BY INDEPENDENT INSPECTION AGENCY SHALL BE FOR THE ACCOUNT OF SELLER. 独立检验商的费用由卖方承担。

8.4 CONCLUSIVE CERTIFICATE

结算依据

THE CERTIFICATE OF SAMPLING AND ANALYSIS SHALL BE ISSUED BY MUTUALLY AGREED INDEPENDENT INSPECTION AGENCY AND SUCH QUALITY IN ACCORDANCE WITH THE CERTIFICATE OF SAMPLING AND ANALYSIS SHALL BE FINAL AND BINDING ON SELLER AND BUYER FOR THE PURPOSE OF THIS AGREEMENT. THE QUALITY DETERMINED AND STATED IN THE CERTIFICATE OF SAMPLING AND ANALYSIS SHALL FORM THE BASIS SETTLEMENT FOR THE SELLER’S INVOICE.

由双方同意的独立检验机构出具装货港品质证书，该证书作为最终结果，对双方均有约束力，并作为双方的结算依据。

8.5 BUYER’S RIGHT TO APPOINT

买方委托的权利

BUYER SHALL HAVE THE RIGHT, AT ITS OWN EXPENSE AND FOR ITS OWN PURPOSE, TO APPOINT ANY OTHER INDEPENDENT AGENCY ONLY TO WITNESS THE LOADING PROCESS OF SUCH SHIPMENTS AT BUYER’S OWN COSTS. 买方有权自费委托任何其他独立检验机构进行监督装货。

Page | 6

9

DETERMINATION OF WEIGHT 重量测量

9.1 BILL OF LADING WEIGHT

提单上的重量

THE BILL OF LADING WEIGHT FOR EACH SHIPMENT SHALL BE DETERMINED AT THE LOADING PORT BY AN INDEPENDENT MARINE SURVEY CONDUCTED BY MUTUALLY AGREED INDEPENDENT INSPECTION AGENCY. THE MUTUALLY AGREED INDEPENDENT INSPECTION AGENCY SHALL PROVIDE THE CORRESPONDING CERTIFICATE OF WEIGHT FOR THE SHIPMENT AT THE LOADING PORT BASED ON THE DETERMINATION OF WEIGHT OF EACH SHIPMENT OF COAL. THE WEIGHT DETERMINATION IN ACCORDANCE WITH THE CERTIFICATE OF WEIGHT SHALL BE FINAL AND BINDING ON BOTH PARTIES FOR THE PURPOSE OF THIS AGREEMENT AND SHALL CONSTITUTE THE BASIS SETTLEMENT FOR THE SELLER’S INVOICE.

在装货港由双方同意的独立检验机构进行水尺测量并出具对应的重量证书，该证书显示的重量

作为提单上的货物重量，且该证书作为最终结果，对双均有约束力，并作为双方的最终结算依据。

9.2 COST OF DRAFT SURVEY

水尺费用

THE COSTS OF DRAFT SURVEY AT LOADING PORT SHALL BE FOR THE ACCOUNT BY SELLER.

装货港的水尺费用由卖方承担。

9.3 BUYER’S RIGHT TO OBSERVE

买方监看的权利

BUYER SHALL HAVE THE RIGHT, AT ITS OWN EXPENSE, TO APPOINT A REPRESENTATIVE OR NOMINATED AGENT TO WITNESS THE WEIGHT DETERMINATION AT THE LOADING PORT.

买方有权自费委托代表或指定代理去监看装港的水尺测量过程。 10 SHIPPING TERMS

船务条款

10.1 THE SELLER IS OBLIGED TO INFORM THE BUYER ABOUT THE NOMINATION OF THE VESSEL 7 DAYS PRIOR TO FIRST DAY OF LAYCAN INCLUDING NAME OF THE VESSEL, YEAR OF BUILT, DEADWEIGHT, DRAUGHT, DEMURRAGE RATE, FLAG AND ETA TO LOADING PORT.

卖方有义务在（7天）装运期第一天的7天前通知买方对应履约船舶信息，包括船名、船龄、滞期费率、预计抵装港时间等。 10.2 BUYER SHALL ENSURE THE READINESS OF ALL DOCUMENTATION (INCLUDING VALID IMPORT LICENCE, IF ANY) AND ARRANGEMENTS FOR DISCHARGE, AT DISCHARGE PORT, PRIOR VESSEL’S ARRIVAL AT DISCHARGE PORT. CARGO SHALL BE DISCHARGED FREE OUT.

买方确保船抵卸货港前已备妥所有进口清关文件并安排好卸货。 10.3 NOTICE OF READINESS (NOR) AT DISCHARGE PORT TO BE TENDERED BY MASTER OR VESSEL AGENT, ON VESSEL’S ARRIVAL AT THE DISCHARGING PORT ANY TIME DAY OR NIGHT, SUNDAYS HOLIDAYS INCLUDED, WHETHER IN FREE PRATIQUE OR NOT, WHETHER IN BERTH OR NOT, WHETHER IN PORT OR NOT, WHETHER IN CUSTOMS CLEARANCE OR NOT.

船舶一抵达卸港就递交船舶准备就绪通知书（NOR）。 10.4 BUYER SHALL PROVIDE SUITABLE SAFE BERTH FOR CARRYING VESSEL UNLOADING AT DISCHARGING PORT.

买方应安排好合适的泊位给船舶卸港。

Page | 7

11

10.5 THE SELLER OR THE VESSEL OR VESSEL’S AGENT SHALL SEND TO THE BUYER7, 5, 3, 2 AND 1 DAY NOTICES OF VESSEL’S ESTIMATED ARRIVAL AT DISCHARGE PORT. 卖方或船舶或船舶代理应通知买方7、5、3、2、1天的船舶抵卸港船报。

10.6 BUYER GUARANTEES A DISCHARGING RATE OF 6000 MT PWWD OF 24 CONSECUTIVE HRS SHINC BY SHORE/VESSEL EQUIPMENT. DEMURRAGE / DISPATCH RATE WILL BE ADVISED BY THE SELLER AT THE TIME OF VESSEL NOMINATION AS PER RELEVANT C/P. DEMURRAGE / DISPATCH MONEY TO BE SETTLED BETWEEN BUYER AND SELLER WITHIN 15 DAYS OF COMPLETION OF DISCHARGE.

买方保证卸货率为6000吨/天。卖方宣船时通知买方租船合同上对应的滞期费率/速遣费率。卸完货后15天内双方结算滞期费/速遣费。 10.7 BUYER SHALL UNLOAD THE COAL AT ITS OWN EXPENSE AND RISK. STEVEDORING COSTS, CUSTOM CLEARANCE OF THE CARGO AND THE COST THEREOF IS FOR THE BUYER’S ACCOUNT. LIGHTERAGE (IF ANY) TO BE FOR THE BUYER’S ACCOUNT.

卸港产生的一切费用，包括工人费、货物清关费、减载费等相关费用由买方承担。 10.8 LAYTIME TO COMMENCE 12 HOURS AFTER NOR TENDERED AT DISCHARGING PORT, UNLESS USED, IF USED, ACTUAL TIME USED TO COUNT. ANY TIME LOST BY VESSEL IN WAITING FOR BERTH SHALL ALSO COUNT AS LAYTIME. LAYTIME TO CEASE UPON COMPLETION OF DISCHARGE.

NOR递交12小时后开始计算卸港时间，若提前卸港，以实际所用时间来计算。等待靠泊的时间作为卸港时间。卸货完毕时卸货时间计算终止。 10.9 STEVEDORING DAMAGE, IF ANY, TO BE SETTLED DIRECTLY BETWEEN BUYER AND VESSEL OWNERS.

若存在任何工人损害，由买方和船东自行解决。

PAYMENT TERM 11.1付款条款

BUYER SHALL OPEN AN IRREVOCABLE LETTER OF CREDIT (L/C) FOR 100% OF THE CONTRACT VALUE, PAYABLE AT 180 DAYS AFTER SIGHT, FOR THE SHIPMENT FROM A PRIME INTERNATIONAL BANK IN FAVOR OF SELLER COVERING THE RELEVANT SHIPMENT QUANTITY, +/- 10%. L/C TO BE OPENED FOR THE SHIPMENT 15 (FIFTEEN) DAYS PRIOR TO VESSEL’S ETA TO THE LOADING PORT IN FAVOR OF SELLER CONFIRMING THE ADVISING BANK DETAILS FOR THE SHIPMENTS.

买方须于船舶抵装货港15天前开出符合卖方要求的100%合同总价值+/- 10%的180天远期信用证到卖方指定银行。

SELLER SHALL PROVIDE THE NAME AND BANK DETAILS BEFORE OPENING THE L/C AND BUYER SHALL SEND THE DRAFT COPY OF L/C TO SELLER FOR MUTUAL AGREEMENT BEFORE OPENING THE L/C TO SELLER BANK. THE DISCUSSION OF THE DRAFT L/C SHALL BE REACHED WITHIN 3 (THREE) BUSINESS DAYS SINCE BUYER SENT THE DRAFT L/C TO SELLER. IN THE EVENT BUYER OPENS THE L/C TO SELLER WITHOUT MUTUAL AGREEMENT OF THE DRAFT L/C, SELLER HAS THE RIGHT TO REJECT THE L/C ISSUED BY BUYER, AND BUYER SHALL BE FULLY RESPONSIBLE FOR ANY DELAY/DETENTION ARISING OUT OF NOT PROVIDING SUCH L/C IN TIME.

买方发给卖方草本信用证后的3个工作日内双方达成一致并做出双方满意的草本信用证来。双方未对草本信用证达成一致意见前，买方开出信用证到卖方指定银行，卖方有权拒收此信用证，且买方须承担由此造成的一切延误和损失。

L/C TO BE PAYABLE TO THE SELLER’S BANK ON PRESENTATION OF FOLLOWING CREDIT COMPLIANT ORIGINAL DOCUMENTS TO L/C ISSUING BANK COUNTER : 信用证 议付文件如下：

(a) SELLER’S SIGNED COMMERCIAL INVOICES IN 3 (THREE) ORIGINALS AND 3 (THREE)

COPIES.

卖方发票，三正三副。

(b) FULL SET (3/3) OF ORIGINAL CLEAN ON BOARD BILL OF LADING.

Page | 8

提单，三正三副。

(c) 3 (THREE) ORIGINALS AND 3 (THREE) COPIES OF CERTIFICATE OF WEIGHT ISSUED

BY AN INDEPENDENT INSPECTION AGENCY. 独立检验机构出具的重量证书，三正三副。

(d) 3 (THREE) ORIGINALS AND 3 (THREE) COPIES OF CERTIFICATE OF ORIGIN ISSUED BY

AN INDEPENDENT INSPECTION AGENCY. 独立检验机构出具的原产地证书，三正三副。

(e) 3 (THREE) ORIGINALS AND 3 (THREE) COPIES OF CERTIFICATE OF SAMPLING &

ANALYSIS ISSUED BY AN INDEPENDENT INSPECTION AGENCY. 独立检验机构出具的品质证书，三正三副。 (f) 3 (THREE) ORIGINALS AND 3 (THREE) COPIES OF DRAFT SURVEY ISSUED BY AN

INDEPENDENT INSPECTION AGENCY. 独立检验机构出具的水尺证书，三正三副。

(g) SELLER SHALL COURIER ONE (1) ORIGINAL AND ONE (1) COPY OF CERTIFICATE OF

ORIGIN FORM E ISSUED BY INDONESIAN CHAMBER OF COMMERCE OR ANY OTHER COMPETENT GOVERNMENT AUTHORITY IN INDONESIA AS PER BUYER’S INSTRUCTION WITHIN 20 WORKING DAYS AFTER BL DATE.

卖方须于提单日后的20个工作日内按照买方指示来快递FORM E原产地证书。 ? THIRD PARTY DOCUMENTS ARE ACCEPTABLE EXCEPT COMMERCIAL

INVOICE AND DRAFT (BILL OF EXCHANGE) AND BENEFICIARY’S CERTIFICATE. 可接受第三方单据，商业发票、汇票和受益人说明书除外。 ? ALL DOCUMENTS MUST BE ISSUED IN ENGLISH LANGUAGE.

所有文件须以英文来出具。 ? BUYER’S BANK CHARGES TO BUYER’S ACCOUNT AND ALL SELLERS’ BANK

CHARGES TO SELLER’S ACCOUNT.

买方银行产生的费用由买方承担，卖方银行产生的费用由卖方承担。 ? TYPOGRAPHICAL ERRORS NOT EFFECTING FIGURES AS PER INTERNATIONAL

STANDARD BANKING PRACTICE ARE NOT CONSIDERED DISCREPANCIES. 符合国际标准银行实务操作的不影响数字的打印错误，不视为不符点。 ? L/C TO PERMIT OVERDRAWING/ UNDER DRAWING DUE TO QUALITY/

QUANTITY ADJUSTMENT.

允许因品质/重量调整而产生的透支或短支。 ? OTHER CLAUSES TO BE CONFIRMED ON DRAFT LC MUTUALLY AGREED.

其他条款由双方通过草本信用证来确定。

11.2 SELLER’SBANK INFORMATION

Company Name：

Advising Bank: SWIFT:

BUYER’SBANKINFORMATION Company Name： Advising Bank:

SWIFT:

12

TAXES, DUTIES, ETC 税费

ALL IMPORT DUTIES, LEVIES, DUES ETC. ON THE IMPORTED MATERIAL FROM THE VESSEL IF ANY AT DISCHARGING PORT SHALL BE TO BUYER’S ACCOUNT. ALL TAXES, DUTIES, EXPORT TAX, LEVIES, ETC. ON LOADING GOODS IN THE COUNTRY OF ORIGIN/LOADING TO BE AT SELLER’S ACCOUNT.

Page | 9

13

14

15

所有装载煤炭的税收、关税、征税、费用等，在装载港产生的，由卖方承担。所有装载煤炭的税收、关税、征税、费等,在卸货港产生的，由买方承担。

INSURANCE 保险

SELLER SHALL AT ITS OWN EXPENSES, ARRANGE FOR SUITABLE MARINE INSURANCE COVER FOR COAL SHIPPED BY SELLER FROM LOADING PORT TO DISCHARGING PORT. 货物从装货港到卸货港的保险，由卖方自费安排投保。

TRANSFER TITLE AND RISK OF LOSS 货物灭失风险和所有权的转移

14.1 TRANSFER OF RISK OF LOSS AND DAMAGE 货物灭失和损害风险的转移

RISK OF LOSS AND DAMAGE WITH RESPECT TO THE COAL SHALL PASS FROM SELLER TO BUYER WHEN COAL PASSES THE VESSEL’S RAILS AND IS DUMPED INTO THE VESSEL’S HOLD AT THE LOADING PORT.

当货物在装货港越过船舷装进船舱时，货物损害和灭失风险由卖方转移给买方。 14.2 TRANSFER OF TITLE 所有权转移

TITLE WITH RESPECT TO THE COAL SHALL PASS FROM SELLER TO BUYER WHEN SELLER HAS RECEIVED THE PAYMENT BY L/C. 卖方收到信用证货款后，货物所有权由卖方转移给买方。

NOTICES 通知

ALL NOTICES SHALL BE SENT TO BOTH PARTIES EITHER BY POST MAIL, FAX OR E-MAIL AT THE FOLLOWING ADDRESSES/E-MAIL ADDRESSES AND ANY DOCUMENTS OR MAIL SERVED ON THEIR REPRESENTATIVES SHALL BE REGARDED AS PROPER NOTICE, AS FOLLOWS:

双方的通讯信息如下： SELLER: XXX XXX

E-MAIL: XXX BUYER: XXX XXX

E-MAIL: XXX

ARBITRATION AND LAW 仲裁和适用法律

16.1 GOVERNING LAW

适用法律

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE ENGLISH LAWS. 本合同的适用法律为英国法律。 16.2 ARBITRATION

仲裁

(a) ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,

INCLUDING ANY QUESTION REGARDING ITS EXISTENCE, VALIDITY, TERMINATION OR PERFORMANCE OF THIS AGREEMENT OR IN THE CASE OF A DISAGREEMENT ON THE QUALITY OF COAL OR NON-SUPPLY OF COAL WITHIN THE LAYCAN PERIOD EXPECT UNDER FORCE MAJEURE SHALL BE

Page | 10

16

(b)

REFERRED TO AND FINALLY RESOLVED BY NEGOTIATION AND MUTUAL AGREEMENT BY THE PARTIES WITHIN 30 (THIRTY) DAYS. SHOULD NO AGREEMENT BE REACHED, THEN THE DISPUTE SHALL BE FINALLY SETTLED BY SINGAPORE INTERNATIONAL ARBITRATION CENTRE (SIAC) IN ACCORDANCE WITH THE ARBITRATION RULES FRAMED BY SIAC (SIAC RULES).

EACH PARTY SHALL HAVE THE RIGHT TO APPOINT 1 (ONE) ARBITRATOR. THE 2 (TWO) ARBITRATORS THUS APPOINTED SHALL THEN CHOOSE THE THIRD ARBITRATOR WHO SHALL ACT AS PRESIDING ARBITRATOR AND PERFORM IN ACCORDANCE WITH THE RULES FRAMED BY THE PANEL OF ARBITRATORS. THE PANEL OF ARBITRATORS SHALL MAKE ITS AWARD IN ACCORDANCE WITH THE RULES AND ITS DECISION SHALL BE FINAL AND BINDING ON BOTH PARTIES. THE PANEL OF ARBITRATORS SHALL DECIDE THE COST OF ARBITRATION.

THE LANGUAGE OF THE ARBITRATION INCLUDING ITS PROCEEDINGS AND DOCUMENTS TO BE EXCHANGED WITH THE ARBITRATORS AND BETWEEN THE PARTIES SHALL BE ENGLISH.

(d) THE PARTIES AGREE THAT THE ARBITRATIONS PROCEEDINGS SHALL TAKE

PLACE IN SINGAPORE.

由于本合同而引起的任何纠纷适用于且应通过根据现行的新加坡国际仲裁中心规定

（“SIAC”） 在新加坡进行仲裁来解决，该规定被视为本条款的组成部分。审裁团应由一位由SIAC主席指定的仲裁员组成。仲裁语言为英语。

17 FORCE MAJEURE

不可抗力

17.1 THE FORCE MAJEURE EVENT

IN THE EVENT OF CONTINGENCY BEYOND THE CONTROL OF EITHER PARTY AND WITHOUT ITS FAULTS OR NEGLIGENCE INCLUDING BUT NOT RESTRICTED TO THE ACTS OF PUBLIC ENEMY; FIRES, FLOODS, EPIDEMICS AND ANY OTHER FORCES OF NATURE; QUARANTINED RESTRICTIONS; STRIKES AND FREIGHT EMBARGOES; INDUSTRIAL ACTION; ANY ACTION OR INACTION OR ANY REGULATION MADE BY EITHER DOMESTIC OR FOREIGN GOVERNMENT OR SEMI-GOVERNMENTAL BODY, AUTHORITY OR AGENCY AND ANY OTHER CONDITION FROM WHICH THE EFFECTED PARTY CANNOT REASONABLY RELIEVE ITSELF BY GIVING SECURITY OR OTHERWISE, THE AGREEMENT SHALL BE SUSPENDED UNTIL SUCH CAUSES CEASE TO EXIST.

17.2 NOTICE

IF A PARTY IS AFFECTED, OR LIKELY TO BE AFFECTED BY A FORCE MAJEURE EVENT, THE PARTY SHALL IMMEDIATELY OR IN ANY EVENT WITHIN 48 (FORTY-EIGHT) HOURS INFORM THE OTHER PARTY OF THE CAUSES OF THE FORCE MAJEURE EVENT ALONG WITH THE DOCUMENTARY EVIDENCE FROM CHAMBER OF COMMERCE OR GOVERNMENT AGENCY.

17.3 TERMINATION

IF THE FORCE MAJEURE EVENT PERSISTS FOR A PERIOD OF MORE THAN 90 (NINETY) DAYS THE PERFORMANCE OF THE AGREEMENT FOR SUCH PERIOD MAY BE TREATED AS CANCELLED BY THE PARTY WHO IS NOT CLAIMING AN EXCUSE, BY

(c)

Page | 11

REASON OF SUCH CONTINGENCY OR CAUSE AND BY SUBMITTING A PRIOR WRITTEN NOTICE TO THE AFFECTED PARTY.

不可抗力指以下的任意情况或事件，包括但不限于：火灾、爆炸、洪水、地震、海啸、极端恶劣天气条件、天灾、暴动、战争或战争的威胁、民众骚乱、恐怖主义行为或其威胁、动荡或骚乱、破坏、封锁、禁令、立法、禁止、法规或具有法律效力的指令，其影响造成卖方无法交付商品。

如果不可抗力持续存在超过90天，任意一方有权终止本合同，且双方均不可使另一方对任何其可能蒙受的损失而负责。

18 ASSIGNMENT

转让

THIS AGREEMENT SHALL ENSURE FOR THE BENEFIT OF AND BE BINDING UPON THE EMPLOYEES, SUCCESSORS AND ASSIGNS OF SELLER AND BUYER, BUT THIS AGREEMENT SHALL NOT BE ASSIGNED TO OR TRANSFERRED BY SELLER OR BUYER, IN WHOLE OR IN PART, EITHER VOLUNTARILY OR BY OPERATION OF LAW, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY BEING FIRST OBTAINED.

买方或卖方在取得另一方的书面同意前不得转让本合同中他们的义务或者权利。任何没有上述同意的

转让一律无效。

19 CONFIDENTIALITY AND COMPETITION

保密和竞争

19.1 CONFIDENTIALITY

NEITHER PARTY SHALL DISCLOSE ANY INFORMATION CONTAINED IN THIS AGREEMENT TO A THIRD PARTY WITHOUT CONSENT OF BOTH PARTIES EXCEPT TO THE GOVERNMENT AUTHORITIES AS REQUIRED BY THE RULES OF THE COUNTRIES OF THE PARTIES CONCERNED OR WHERE PRIOR CONSENT HAS BEEN TAKEN BY A PARTY FROM THE OTHER AND IN THOSE CASES THE DISCLOSURE MUST NOT BE MADE UNLESS PRIOR TO SUCH DISCLOSURE ALL REASONABLE AND USUAL STEPS IN THE CIRCUMSTANCES ARE TAKEN TO PROTECT AGAINST THE MISUSE OR UNAUTHORIZED DISCLOSURE OF THE CONFIDENTIAL INFORMATION BY THE THIRD PARTIES, INCLUDING WHERE APPROPRIATE, REQUIRING THE RELEVANT THIRD PARTY TO PROVIDE A WRITTEN UNDERTAKING OF CONFIDENTIALITY.

BOTH PARTIES SHALL ENSURE THAT PARTY’S EMPLOYEES, AGENTS, SUBCONTRACTORS, NOMINEES, ASSOCIATES, AND AFFILIATES ARE SUBJECT TO THIS PROVISION AS IT BINDS THE PARTIES.

19.2 COMPETITION

THE PARTIES SHALL NOT CIRCUMVENT EACH OTHER WITH THEIR RESPECTIVE SUPPLIERS, SELLERS OR BUYERS FOR A PERIOD OF TWO (2) MONTHS AFTER THE EXPIRY OR COMPLETION OF THIS AGREEMENT.

所有当事方应严格保证本协议的机密性和保密性。

本合同代表买方与卖方之间的完整协议，且取代双方就本合同之前的一切口头或书面的与合同主旨有关的协议、沟通和理解，不管是买卖双方间直接进行还是通过任何中间人或其他第三方。 20 AMENDEMENTS AND ADDITIONS

附件和补充

ANY MODIFICATION, AMENDMENT, ALTERATION, AND/OR ADDITION OF THE TERMS OF THIS AGREEMENT WHETHER BY WAY OF AMENDMENT OR ADDENDUM IN WRITING TO BE SIGNED BY BOTH PARTIES SHALL FORM AND BECOME AN INTEGRAL PART OF THIS AGREEMENT.

任何合同条款的修改、变更和/或补充可通过双方签字的合同附件或补充协议来完成，且该合同附件

或补充协议构成为本合同不可分割的一部分。

21 WAIVER

Page | 12

放弃

ANY FAILURE OF EITHER PARTY TO INSIST ON ANY OR MORE INSTANCES UPON STRICT PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT OR TO EXERCISE ANY OF ITS RIGHTS HEREIN SHALL NOT BE CONSIDERED AS A WAIVER OF ANY SUCH PROVISION OR RIGHT OR A WAIVER OF ANY SUBSEQUENT PERFORMANCE THEREOF.

本协议任何一方不行使或延迟行使本协议的任何权利、权力或特权不得视为对本协议另一方任何义

务、职责或要求的放弃。 22 ENTIRE AGREEMENT

合同完整性

THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT BETWEEN BUYER AND SELLER IN RELATION TO THE SALES AND PURCHASE OF COAL AND SUPERSEDES ALL PRIOR NEGOTIATION, UNDERSTANDINGS AND AGREEMENTS WHETHER WRITTEN OR ORAL IN RELATION TO THIS AGREEMENT.

本合同代表买方与卖方之间的完整协议，且取代双方就本合同之前的一切口头或书面的与合同主旨有

关的协议、沟通和理解。 23 VERSION

版本

IF THERE IS ANY INCONSISTENCY OR CONFLICT BETWEEN ENGLISH AND CHINESE VERSION OF THIS CONTRACT, THE ENGLISH VERSION SHALL PREVAIL. 若中英文版本存在歧义或矛盾，以英文版本为准。

IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE SIGNED AND SEALED BY THEIR DULY AUTHORIZED REPRESENTATIVES. THIS AGREEMENT SHALL BE PREPARED IN TWO (2) ORIGINALS, EACH OF WHICH HAS THE SAME LEGAL ENFORCEABILITY AND EACH PARTY SHALL KEEP 1 (ONE) ORIGINAL. HOWEVER THIS AGREEMENT IS ALSO SIGNED THROUGH FACSIMILE / SCANNED COPY BY EMAIL AND HOLDS VALID FOR ALL LEGAL PURPOSES.

本合同正本一式两份，买卖双方各执一份。本合同经双方加盖公司章后立即生效。传真或通过指定邮箱发送具有同等法律效力。 SELLER, BUYER, ON BEHALF OF ON BEHALF OF XXX XXX ______________________________ ________________________

Page | 13

本文来源：https://www.bwwdw.com/article/ldtp.html