IronOreSalesandPurchasecontract

IronOreSalesandPurchasecontract
Iron Ore Sales and Purchase contract Contract No.:
Date :
Buyer:
Company name:
Address:
Tel:
Fax:
Represented by:
Position:
Buyer’s bank details:
Bank name:
Bank address:
SWIFT:
Tel:
Fax:
Account name:
Account Number:
Seller:
Company name:
Address:
Tel:
Fax:
Represented by:
Position:
Seller’s bank detail:
Bank name:
Bank address:
SWIFT:
Tel:
Fax:
Account name:
Account Number:
We,the Seller hereby agrees to sell and Buyer agrees to purchase the iron ore material in accordance with the terms and conditions as hereinafter set forth.
Clause 1: Definitions
名词定义
In this contract, the following terms shall, unless otherwise definited, have the following meanings:
/doc/f0602540.html, Dollars and US Cents: means respectively dollars and cents in lawful currency of the
United States of America.
2.Ton : means Metric T on of 1000kgs as defined in the “international system of units”
3.DMTU: Dry Metric Tons means a metric ton of ore on dry basis.
4.References to ore on a “Natural basis” : Means Ore in its natural or wet state.
5.References to ore on a “Dry basis” : Means Ore dried at 105 degress centigrade.
6.Parties: Means Seller and Buyer both together.
7.Loading port: Means any port(s) in XXX.
8.L/C : Means Irrevocable Letter of Credit opened In United States dollars.
9.CIQ : means Entry-Exit inspection and quarantine of the people’s republic of China.
/doc/f0602540.html,F: shall have the meaning ascribed thereto INCOTERMS2000 (as amended from time to
time), except as modified by this contract.
11.Artical&Clauses: both the Artical and the Clauses in this contract shall have the same
meaning.
Clause 2. Commodity.
A>Name of the commodity: Iron ore (Lump)
B>Country of the Origin: XXX
C>Packing: In Bulk.
D>Ttoal Quantity: xxx MT / month x Xxmonths. T otal Quantity is XXXMT. (+/-10% at seller’s
option)
Clause 3. Shipment.
A.Loading port: XXX , XXX
B.Discharge port: XXX, XXX
C.Partial shipment: Not Allowed
D.Transhipment: Not Allowed
E.Time of shipment: Within XXX days after receipt of the L/C.
Clause 4. Specification.
A.Chemical composition: Guaranteed
(on dry basis) (percentage by weight)
FE 63% Basis
SiO2 3.5% max
Al2O3 3.5% max
P 0.08% max
S 0.08% max
TiO2 0.5% max
AS 0.07% max
B.Moisture (free moisture loss at 105’c 8.0%max
C.Physical composition:
Size: above 50mm 10%max
Below 50mm 90%min
both seller and buyer.
A.For Alumina (Al2O3)
For excess Alumina ‘Al2O3’ at the rate of $0.05 per dry metric tons or fraction prorate for each 0.1% in excess of 3.5%.
B.For Silicon (SiO2)
For excess Silicon ‘SiO2’ at the rate of $0.05 per dry metric tons or fraction prorate for each
0.1% in excess of 3.5%
C.Phosphorous (P)
For excess Phosphorous (P) at the rate of $0.05 per dry metric tons or fraction prorate for each 0.01% in excess of 0.08%.
D.Sulphur (S)
For excess Sulphur(S) at the rate of $0.05 per dry metric tons or fraction prorate for each
0.01% in excess of 0.08%.
Clause 7. Performance Bond and L/C payment
A.Seller shall through prime bank, issue 2% performace bond of the contract value for each
shipment value to buyer, in favor of buyer upon receipt of signed final contract within 5 banking days.the performance bond shall keep active. Valid and irrevocable and shall be void and null upon bill of lading date and others shipping document is presented to buyer bank.Once buyer bank receives the Performance Bond,within 5 banking days,buyer shall open a 100% Irrevocalbe, transferable,at sight Documentary letter of credit for an amount of US dollar sufficient to cover 100% of each shipment
value (xxxmt) through a prime bank that is acceptable to the seller with all terms in conformity with this contract to seller.
B.Payment shall be at sight upon negotiations of documents under an L/C in United States
currency opend in favor of the seller to cover 100% value of contract value plus/minus 10%.ADocuments to be presented within 21 days from B/L date.
1.Third party documents acceptable, except Draft and Invoice.
2.Partial shipment not allowed, transhipment not allowed.
3.Charter’s B/L accpetable,which should be issued by the master or the owner of the
vessel, or shipping company or its authorized agency.
C.Provisonal Payment.
Provisional payment is to be 98% of the CNF value, and such provisional payment should be
released against the presentation of the seller’s documents as stipulated in Clause 8 and draft which is payable by L/C at sight. Shipment cargo value shall be calculated by the result of the draft survey weight and chemical analysis at loading port issued by independent surveyor agreed by both parties.
1.Signed
provisio
nal
commer
cial
invoice
for 98%
of CNF
value in
one original and 2 copies indicati
ng value
of
goods shipped, name of carrying vessel, contract number,
B/L NO. No. Of
the L/C.
2.Three
(3/3)
full set
of
original “Clean
on board”bills of lading made
out to
and 3.copies
by CCIC.
4.Certifica
te of
the
Weight
and
draft
survey 1 original
and 2
copies
issued
by CCIC 5.Certifica te of
the
Origin
in 1
original
and 2
copies
issued
by the
chambe
r of
XXX.
6.Certifie
d copy
of fax
advising
nt
details advising
the
Contrac
t
No,nam
e o
f the vessel,
the
commo dity,app roximat
e
invoice value,
gross weight
and b/l date, relative
fax
report
must be present
for
negotiat ion. 7.Photoco
certifica te of authoriz ation issued by master of the carrying vessel indicati ng the name of vessel and the name and the capacity of master and also showing the shippin g agent at loading port have
obtaine d authoriz ation from
the master to sign and issue
the original b/ls. (in case B/L signed by the master or owner,u ch certifica te is not require
d).
8.Benefici ary’s certified copy of fax shipme
nt adviced dispatc hed to the applicte within 3 days after
B/L date advising shipme nt details includin g contract No. L/C No. Name of the vessel, B/L date, name of the commo dity, approxi mately invoice
and ETA dischari ng port. The
copy of Fax
must indicate the date of FAX. 9.Draft survey report
of vessel issued
by the ship master agent in 1 original.
10.Ceritific ate issued
by benefici ary indemni
the applican t that the shipme nt confirm ed to be delivere d as per terms in the contract. The certifica te must include the actual shipme nt date of th goods, named loading port, discharg e port, estimat
ed time
departu
re(ETD),
ed time
arrival(E
TA) and
vessel
name.
A.Final 2% payment.
1.Signed final commercial invoice in 1 original and 2 copies, based on inspection certificate of
weight and inspection certificate of quality issued by CIQ.
2.Inspection Certificate of weight in 1 copy issued by CIQ (to be accepted as presented
photocopy allowed) by fax or email allowed.
3.Inspection Certificate of Quality in 1 copy issued by CIQ (to be accepted as presented
photocopy allowed)by fax or email allowed.
4.In case CIQ certificate of weight and/or quality is not received by the seller within 50days
after B/L date in China,then the seller has the right to negotiate the final invoice based on local port Certificate of Quality and certificate of Weight.In such a case a declaration by the seller of non-receipt of CIQ certificate and the photocopy of load port weight and quality to accompany documents.
5.In case there should be any amount of overpayment due to the applicant after adjustments
have bn made as hereinabove provided, it shall be paid by the beneficiary to the applicant in the United States currency by telegraphic transfer or by any means to be mutually agreed upon
between the beneficiary and the applicant five working days upon issuance of the beneficiary’s final debit statement.
Clause 9: Loss of Cargo.
In the event of loss of cargo caused by damage at sea after loading on board the vessel and before completion of discharge at the port of discharge, buyer shall make final payment to seller, for total loss of cargo on the basis of the analysis at the port of loading as set forth in Clause 10.a, and quantity as manifested on the bill of lading, and for partial loss of cargo on the basis of the analysis carried out by buyer on fines discharges as set forth in clause 10.b, and quantity as manifested on the bill of lading.
Clause 10.Weighing.
A.At loading port, CCIC at seller’s expense shall determine the weight of the shipment by draft
survey.the weight of Ore ascertained and certified by CCIC,shall be the basis of seller’s provisional invoice. Buyer may at buyer’s expense have its representative present during the draft survey.
B.Buyer shall at buyer’s expense, apply to CIQ for weighing at the port of destination. The
weight of shipment at the discharge port is to be ascertained by draft survey.seller may at seller’s expense have their representative present at the time of such determination. The weight thus determined by CIQ shall be final for balance 2% payment as to wet weight in
relevant shipment.
C.The dry weight shall be determined by deducing the free moisture from each wet weight.if
there is a difference of dry weight over 0.5% between determined at the load port and the discharge port, the actual
weight determined at the discharge port shall be adopted as the dry weight for final balance 5% payment.
If no draft survey is performed at the discharge port or the CIQ report is not received by seller within 21 calendar days from the B/L date in china,seller’s weight certificate at loading port will be regarded as final.
Clause 11. Sampling & Analysis
A.At the loading port, seller shall, at seller’s expenses, appoint CCIC at loading port to
determine the specifications of fines contained in each shipment and shall provide a certificate showing details of the determination. The percentage of chemical contents and the percentage of free moisture loss at 105 degree centigrade.Buyer may at buyer’s expense have their represenatative present at the time of sampling and analysis.
B.At the port of discharge,buyer shall at buyer’s expense, nominated CIQ as buyer’s assayer for
sampling and analysis, CIQ shall take sample from each shipment and divide it into four equal parts and seal, one for buyer, the second to be sent to seller, the third to be retained by the buyer for possible umpire analysis and the fourth to be reserved for any of the aforementioned ouroises.seller may at seller’s expense have their represenatative present at the time of sampling and analysis.
C.CIQ shall analysis the sample so taken for chemical and physical composition and free
moisture loss at 105 degrees centigrade at buyer’s expense and issue a certificate of quality within 50 days from B/L date.Buyer shall forward this certificate issued by CIQ by fax/e-mail/courier within 50days frm the B/L date in china to the seller.
D.If the difference in percentage of FE between loading port and discharge port is more than
0.5% or there exists a significant difference between two said analysis in respect any more or
more chemical content, other than FE,seller shall counsult with buyer to reconciled then all the request of seller, a sample for umpire shall be analyzed by an umpire agreed between buyer and seller and the certificate of analysis issued by such umpire shall be final for FE or relevant chemical contents.
E.The weighing,sampling,chemical analysis, moisture determination and screen analysis
performed at the discharge port by CIQ shall be for buyer’s account. Expenses if umpire analysis shall be afford by the party whose initial analysis shows a greater difference from the umpire analysis. If the Umpire analysis is the exact mean of the analysis of seller and the analysis of CIQ, then such expenses shall be equally bome by both sides.
Clause 12 . Delivery.
CNF XXX port, China.
Clause 13. Unloading conditions.
A.Discharging terms: Customary Quick Dispatch (CQD)
B.Discharge Rate: At the rate of 10,000mt WMT per WWDSHI
C.
C.Notice of readiness may be tendered in writing at any time ATDNSHINC WIFPON, WICCON,
WIPON, WIBON after the vessel has arrived at the port of discharge, or so near thereunto as she may be permitted to approach whether in port of discharge or not and is every respect ready for discharging whether in berth or not.
D.Although appointed by the buyer, stevedores shall conduct
operations in accordance with
the vessel’s master’s requirements . In any event stevedore damage caused to the vessel at the port of discharge,whether by the stevedores’default or negligence howsoever caused.such damage shall be settled directly between the owners and the stevedores and the buyer shall not be liable. In any event such damages are to be reported promptly on occurennce and confirmed in writing to the stevedores and or receivers prior to the vessels departure from the port of discharge.
Clause 14. Advice of shipment
The seller shall, upon completion of loading, advice the buyer immediately by cable or telexx or fax of the contract No, name of the commodity, invoice value, gross weight, name of the vessel, and bill of lading, within 48 hrs from the date of shipoment.
Clause 15: Insurance
To be covered by buyer from the time Ore is loaded on board the vessel. For this purpose seller shall advice buyer by e-mail or fax before the loading of the vessel starts and immediately after completion of the particulars as called for in clause 11 of this contract.
Clause 16. Force Majeure
A.If at any time during the existence of this contract wither party is unable to perform
whole or in part any obligation under this contract, due to the event of Force Majeure, such as war,hostlity,military operation, fire, floods, explosions, epidemics, strikes, earthquakes, embargoes, then the date of fulfillment of any obligation shall be postponed during the time when such circumstances are operative.
B.If operation of such circumstances exceeds three months, either party will have the right
to refuse further performance of the contract in which case neither party under the present contract must be within 15 days of occurence of any of the causes mentioned in this clause shall inform the other party of the existence of the circumstances preventing the performance of the contract. Certificate issued by a chamber of commerce or any other competent authority connected with the cause in the country of the seller or the buyer shall be sufficient proof of the existence of the above circumstances and theor duration. Non-Availability of material and/or delay in transportation shall not constitute force majeure for the sellers for not performing their obligations under this contract.
Clause 17 Arbitration.
All disputes or differences whatsoever arising between the partis out of or relating to the
construction,meaning and operation or effect of this contract or the breach thereof the case shall be submitted to HongKong international arbitration center (HKIA) in HK for arbitration in accordance with the UNCITRAL arbotration rules as at present in force and as may be amended by the rest of this clause. The appointing authority shall be HKIA in accordance with HKIA procedures for arbitration in force at the date of this contract including such additions to the UNCITRAL Arbitration rules as are therein contained. The arbitral award is final.
Clause 18. Title and Risk
A.The title with respect to each shipment shall pass from seller to the buyer when seller
receives reimbursement of the proceeds from the payment
bank through the negotiating bank against the relative shipping documents as set forth in clause 7 after completion of loading on board the vessel at loading port, with effect retrospective to the time of delivery of ore.
B.All risks of loss, damage or destruction respecting the ore delivered shall pass to buyer’s
at the time of discharge of the ore from the loading devices into the vessel.
Clause 19: Amendment of the contract
Any amendment or modificastion to this contract shall be made in writing and subject to confirmation by the contracting parties.
Clause 20. Incoterms and governing laws
Trade terms of this contract are subject to ICC Incoterms 2000.
Clause 21. Correspondence.
All the documents between the buyer and the seller will be in English or Chinese.
Clause 22. Mutual collaboration
Both buyer and seller recognize that circumstances may arise that could not have bn forseen at the time this agreement was entered into. Both parties agree that they will use their best endeavors to achieve a mutually acceptable solution to any problem that may arise due to any unforeseen circumstances in the spirit of mutual understanding and collaboration.
Clause 23. Waiver
No waiver of any breach of this agreement shall be effective unless made in writing, nor shall any such waiver be deemed a waiver of any other subsequent breach hereof.
Clause 24. Non-Performance
If seller/buyer is unable for any reason whatsoever, other than force majeure,to perform any or all the clauses stipulated in the contract. The related party should take the responsibilities and make up for the economic losses for breaking the contract. At the same time, the other party claim the defaulting party for breach of obligations up to 2% of the contract value.
Clause 25.Notices
A.All communications referred to in this contract shall be in writing and will be sent by
registered airmail and/or by e-mail, cable, fax,on the address given.
B.The contract shall be made in English and Chinese languages. In the event of
Discrepancies between the English and Chinese document, the English version shall prevail and take precedent.
In witness whereof this contract is made in duplicate on xxx, and the duly authorized representatives of the seller and the buyer having signed and sealed on this day and retained one copy each. The scanned and emailed copy of this contract is valid.the original copies will be signed by both parties, and sent to each party by courier.。