国际通用燃料油进口贸易合同英文版已经成交.docx

1、国际通用燃料油进口贸易合同英文版已经成交SALES CONTRACTDATE: 19TH DECEMBER 2013 TO: * COMPANYFM: * SINGAPORE PTE LTDRE: 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 CON

2、TRACT 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.

3、 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 SELLERS OPTIONS5. QUALITY质量指标CHARACTERISTICSMINMAXMETHODDENSITY 15 C, KG/M30.991ISO3675/12185/D1298-99R05/D4052KINEMATIC VISCOSITY 50C,MM2/S380ISO 3104/D445FLASH POINT, C60ISO 2719/D93POU

4、R POINT, C30ISO 3016/D97CARBON RESIDUE, % (M/M)18ISO 10370/D4530-03/D189ASH, % (M/M)0.15ISO 6245/D482WATER1.0ISO 3733/D95SULFUR, %3.5ISO 14596/8754/D4294VANADIUM, MG/KG300ISO 14597/IP 501/470ALUMINIUM+SILICON, MG/KG80ISO 10478/IP 501/470/377/95(03)TOTAL SEDIMENT POTENTIAL0.10ISO 10307-2/IP390(B)/D47

5、3ZINC MG/KG15IP501/470/377PHOSPHORUS, MG/KG15IP501/500/377CALCIUM MG/KG30IP501/470/377A 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

6、DEEMED TO CONTAIN ULO.THE SELLERS 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

7、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

8、 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，CHINADISCHARGING DATE RANGE: DECEMBER 28, 2013 TO JANUARY 6, 2014 (BOTH DATES INCLUSIVE)SELLERS NOMINATED VESSEL OR HER SUBSTITUTE SHALL BE SUBJECT TO BUY

9、ERS AND DISCHARGING TERMINALS 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 WRITTE

10、N DISCHARGE INSTRUCTION FOR THE NOMINATED DISCHARGE BERTH, TERMINAL AND PORT AT LEAST SEVEN (7) DAYS PRIOR TO THE ETA OF SELLERS NOMINATED VESSEL AND SELLER SHALL NOT BE RESPONSIBLE FOR ANY DELAYS THAT ARISE DUE TO BUYERS FAILURE TO DO SO.BUYER SHALL BE RESPONSIBLE FOR: A) PROCURING A SAFE BERTH AT

11、THE DISCHARGING PORT AT WHICH THE VESSEL CAN, WHEN FULLY LADEN, ALWAYS LIE AND DISCHARGE AFLOAT; ANDB) PROCURING AND MAINTAINING IN GOOD WORKING ORDER ALL CONNECTIONS HOSES AND PIPES AND OTHER EQUIPMENTS NECESSARY TO DISCHARGE THE PRODUCT AT THE BERTH; ANDC) ARRANGING FOR THE BERTHING AND UNBERTHING

12、 OF VESSEL.7. INSURANCE 保险MARINE INSURANCE COVERING THE VALUE OF THE PRODUCT TILL THE VESSELS ARRIVAL AT DISCHARGING PORT SHALL BE ARRANGED BY SELLER AT SELLERS 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 TH

13、E 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. ALL NON-PUBLICATION DAY(S) OF QUOTATIONS SHALL BE EXCLUDED.

14、 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 GREATE

15、R 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

16、DISCHARGING PORT SHALL BE FOR BUYERS 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 SELLERS DESIGNATED BANK WITHIN 180 DAYS FROM NOTI

17、CE OF READINESS (THE “NOR”) DATE AT DISCHARGE PORT (NOR DATE TO COUNT AS DAY ONE) AGAINST PRESENTATION OF SELLERS 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 (UN

18、ITED 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 PRACTICABL

19、E 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

20、 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 SELLERS RECEIPT OF THE CARGO PAYMENT AGAINST BUYERS DEBIT NOTE. NO INTEREST SHALL BE PAYABLE FOR THE PERIOD BE

21、TWEEN 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

22、IS RECEIVED IN GOOD ORDER AND FURTHER TERMINATE THIS CONTRACT AT SELLERS 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

23、 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

24、 AND PRODUCT DEVALUING) DIRECTLY OR INDIRECTLY SUFFERED BY SELLER AS A RESULT OF BUYERS FAILURE OR LATE ISSUANCE OF THE L/C, ALL AS DETERMINED AND CALCULATED BY SELLER AT SELLERS SOLE DISCRETION, FROM OR AGAINST THE CASH DEPOSIT AND ADDITIONAL CASH DEPOSIT (IF ANY) REMITTED BY BUYER TO SELLER AS A S

25、ECURITY FOR BUYERS 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 SELLERS COMMERCIAL INVOICE AND LETTER OF INDEMNITY (LOI) IN SELLERS FORMAT (FACSIMILE OR PDF F

26、ORMAT 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 FOL

27、LOWING PRC BANKING DAY.BUYERS PAYMENT OBLIGATIONS UNDER THIS CONTRACT SHALL BE DISCHARGED ONLY TO THE EXTENT OF SELLERS ACTUAL RECEIPT OF PAYMENT IN FULL INTO SELLERS NOMINATED BANK ACCOUNT.IN THE EVENT THAT PAYMENT COULD NOT BE SETTLED AGAINST SELLERS INVOICE ON THE DUE DATE, THEN WITHOUT PREJUDICE

28、 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

29、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 SELLERS ACCOUNT BY SELLERS BANK. SUCH INTEREST SHALL BE PAYABLE TO SELLER ON DEMAND BY SELLER AND SHALL ACCRUE UNTIL PAYMENT NOTWITHSTANDING

30、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

31、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 BUYERS BANK SHALL BE FOR THE BUYERS ACCOUNT. A

32、LL BANK CHARGES AT THE SELLERS BANK SHALL BE FOR THE SELLERS 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 SELLERS CREDIT DEPARTMENT; OR (B) THE CREDIT LINE GRANTED BY SELLERS CREDIT DEPARTMENT TO BUYER HAS BEEN EXCEEDED; OR (C) SELLER DETERMINES THAT THE FINANCIAL CONDITION