锌精矿合同英文版

1、.CONTRACT OF SALE NUMBER(销售合同编号):CONTRACT DATE(合同日期 )TRADING AG (“Seller ”),has sold andCo., LTD ( “Buyer ”)China hereby agrees topurchase the following material on the following specific terms and conditions:贸易股份有限公司(“卖方”)出售，中国有限公司(“买方”)特此同意在以下特定条款和条件下购买以下材料:1.MATERIAL AND QUALITY（材料与质量）:Zinc Conce

2、ntrates with typical assays as below锌精矿与典型分析如下Zn （锌）: 45 -47%Ag （银） : 68 Grs/dmtAs （砷） :0.04%Co （钴） :0.01%Cd （镉） :0.14%Cu （铜） : 0.04%Cao （氧化钙） :0.27%Co2 （二氧化碳）:0.70%Fe （铁） : 10%Ge （锗） : 0.008%Hg （汞） :0.0139%K2O （氧化钾） : 0.03%Mn （锰） :0.03%MgO （氧化镁） :0.33%Ni （镍） : 0.009%Na2O （氧化钠） :0.02%Pb （铅） : 3.26%S

3、iO2 （氧化硅） : 8.5-10%S （硫） :30.0%Sb （锑） : 0.005%For the balance of its composition, the material shall be free of constituentsdeleterious elementsharmful to the smelting and refining process.2. QUANTITY （数量） :10000(ten thousand ) Dry Metric Tons, +/- 10% (plus/minus ten percent) Zinc Concentrates, in

4、Seller soption.10000( 一万 )干吨，±10% 锌精矿 ,在卖方选项3. SHIPMENT （装运） :In containers, during July 2005, subject to Sellersreceipt of fully workable Letter of Credit opened byBuyer in favor of Seller in accordance with the provisions of Clause 7 and also subject to suitable vessel/container availability.

5、 Furthermore, no vessel nomination will be done until the fully workable Letter of Credit is in place.2005年 7 月通过集装箱，word 资料4.DELIVERY （交付） :The concentrates shall be delivered onthe basis CIF (Incoterms 2000) CY Fangcheng/Beihai ormain China Port to be declared timely by buyer.All THC and other cos

6、t at the disport for buyersaccount.货物按照 CIF 防城港或北海港或其他中国主要港口的集装箱堆场进行交付且买方要及时知会交付地点。所有码头操作费及其他费用由买方承担。5. PRICE （报价） :The price of the material shall be the sum of the following payable metals:材料的价格应为以下金属的应付款项总和:5.A)Payable Metals（应付款金属）:（锌） :Buyer shall pay 85% (eighty five percent) of the final zinc

7、 content, subject to minimum deduction of 8 (eight) units, at the official LME Cash Settlement quotation for Special High Grade Zinc as published in Metal Bulletin, averaged over the Quotational Period.买方应当支付内含物的85%No other metals shall be payable.5.B)Deductions:5.B.1Treatment Charge ( “T/C ”):The T

8、reatment Charge shall be U.S. Dollars245.00 (two hundred forty five point zero zero) per dry metric tons of material flat CIF CY Fangcheng/Beihai or Main China port.6. QUOTATIONAL PERIOD:6.A.1The Quotational Period ( “QP ”)for zinc shall be the average of the second month following themonth of shipm

9、ent ( “M+2 ”), as evidenced by the onboard date of Bill of Lading.6.A.2Subject toreceiptof fullyworkableLetterof Credit,Buyershall,priortothe lastLMEtrading day before QP starts,price the total material at any time, basis QPLME price forzinc. The minimum quantity for which Buyer is allowed to fix a

10、price each time is 500mt.6.A.3However, if the material is not priced prior to the commencement of the QP, then the pricefor that portion shall be fixed as per 6.A.1 above.6.A.4Furthermoreanymaterialpriced prior tocommencementofthecontractualQP can beunpriced at anytime. All valid pricing or unpricin

11、g orders will have to be issued in writingand signed.Suchpricing/unpricingorderscan becarriedout ifLetterofCreditvaluecovers the outstanding value of the material at the market price of the pricing order and theunpricing orders will be carried out only if 90% letter of Credit value covers the outsta

12、ndingvalue of the material at the market price at the time of the unpricing order.6.A.5Eachtime material isunpricedin accordancewithClause 6.A.4above,Seller will beentitled to earn a Commission of Dollars 8.00per metric ton of material unpriced or 15%of thegross unpricingprofit, whicheveris thegreat

13、er.Sellershallremitanyremainingprofit, after deducting the Commission, to Buyer within 7 banking days after finalisation ofthis Contract.6.A.6The final price of the material shall be the weighted average of each of the prices fixed asper the above provisions aftertaking into accountanyof thematerial

14、, whichhas beenunpriced and any over/under pricing over the QP.7. PAYMENT:100% payment by irrevocable documentary Letter of Credit. Buyer shall make 90% provisional payment in Dollars, net cash, either at sight or 90 days after sight against Seller spresentation of the following shipping documents:F

15、ull set 3/3 Original clean on board Ocean Bills of Lading made out to order and blank endorsed, with notify party to be advised timely by Buyer.Full set original certificate of insurance for 110% of the CIF material value.Provisional Weight certificate indicating moisture in percentage, wet metric t

16、ons and dry metric tons, issued by Seller.Provisional assay certificate issued by Seller.Certificate of origin issued by Seller.Provisional Invoice issued by Seller.Payment shall be secured by way of an irrevocable documentary Letter of Credit issued bya first Class Chinese bank nominated by Buyer t

17、o Seller and accepted by Seller and advised through First class European bank to be advised by Seller.Third party Letter of Credit acceptable, Buyer shall provide with LC opening company's information promptly after signing of the contract.The Letterof Credit shall be opened beforeJune 27, 2005u

18、singpre-shipmentweights,assays and prices averaged over two full calendar weeks prior to Sellerspresentation ofcalculationsfor purpose of openingthe letterof Credit plusrelevantadjustmentcovering110%. Such Letter of Credit shall be issued in a form and substance acceptable to Sellerand shall be paya

19、ble either at sight or 90 days after onboard date of bill of lading. TheLetter of credit shall be available for negotiation and payment at the counters of any bank.All issuing bank charges are for Buyers account.All advising/negotiating bank charges for Sellersaccount.The provisional payment, shall

20、be based upon the provisional weight and assay certificates issued by the Seller and the applicable provisional prices as known two full calendar weeks prior to onboard date of Bill of Lading. If Buyer has priced the material quantity prior to presentation, the provisional price shall then reflect t

21、he tonnage priced.Should the market value exceed at any one time 95% of the Letter of Credit value, theSeller shall ask for an amendment of the Letter of Credit. If such amendment is not received within 3 days or if LME price increase in such a way that the market value of thedelivered goods exceed

22、100% of the 100% Letter of Credit value, whichever is earlier, Seller has the right but not the obligation to price the material without any further notice. Iffinal settlement in favor of Buyer, Seller shall pay the balance due to Buyer latest five working days after received of final debit note.7.A

23、.3The Letter of Credit shall be available for drawing by Seller on the final settlement whenall details relating to final weight, price and quality are known, against presentation ofSeller s final invoice.The final settlement shall be the value determined in accordance with the relative clauses in t

24、his contract regarding weight, assays and prices, less provisional payments effected.7.A.4For deferred payment Letterof Credit, Buyer shallpay Seller finance charges,atthepublished Financial Times ofLondon three monthsLIBOR (quoted on onboarddateofBill of Lading) plus 1.5%, calculated for 90 calenda

25、r days, basis 90% provisional invoiceamount. Such charges shall be allowed for in the Letter of Credit and shall be included infirst provisional drawing.7.A.5If due date falls on a Saturday or New York banking holiday other than Monday, paymentshall be made on the preceding New York banking day. If

26、payment due date falls on aSunday or Monday bank holiday in New York, payment to be made on the next New York banking day.。8. WEIGHING, SAMPLING AND MOISTURE DETERMINATION:For the purpose of final settlement, weighing, sampling and moisture determination shall be carriedout for the buyer saccountat

27、theport of discharge,in accordancewith standardinternationalpractises,performedby CIQ/CCIC.Thefinalweight shallbedeterminedbyCIQ/CCIC,inconjunctionwith Seller srepresentativeusingdraftsurvey(bulkshipment)orweightscale(container shipment) method in sellersoption and such weight shall be final and bin

28、ding on bothparties. TheSellerand/orthe Producerhas therighttobepresentat theseoperationsbyasurveyor or representative, acting in name and on behalf of the Seller and/or the Producer at itsown expense.Thesamplelot sizeshallbe approximately500wmtand each lot shallformaseparateandcompletedeliveryfor t

29、he purposesof settlementof weightandmoistureRepresentative samples shall be taken from each lot with the following distribution:-2 sets for Buyer-2 sets for Seller-2 sets for supplier-2 sets to be kept by CIQ/CCIC in reserve for umpire purpose.-2 sets to be held by Sellersrepresentative in reserve f

30、or umpire purpose.All samples shall be sealed and signed jointly by CIQ/CCIC and Sellersrepresentative.content.9. ASSAYING:samples taken at the above operations. These results shall be exchanged in the normalcommercial manner latest 45 days from date of the weighing/sampling/moisture report. Should

31、the difference between Buyer's and Seller s results be not more than: Zinc: 0.50 % (zero point five percent)then the exact mean of the results shall be taken as the agreed assays for final settlement.If differences exceed the splitting limits, either party may request an umpire chosen by mutual

32、agreement, from:Laboratory Services International BVGeyssendorfferweg 543088 GK RotterdamNetherlandsOrA.H. Knight International Ltd.Eccleston GrangePrescot Road, St. HelensMerseyside WA10 3BQ, EnglandAlex Stewart (Assayers) Ltd.Caddick RoadKnowsley Industrial EstateKnowsley, MerseysideShould the ump

33、ire assay fall between the results of the two parties hereto, the arithmetical mean of the umpire assay and the assay of the party which is nearer to the umpire assay shall be taken as the final assay.Should the umpire assay coincide exactly with the results of either party hereto, then the umpire a

34、ssay shall be accepted by both parties as the final assay.Should the umpire assay fall outside the results of the two parties hereto, the umpire assay shall be taken as the final assay.The cost of the umpire shall be paid by the party whose assay is further from the umpire, except when the umpire as

35、say is the exact mean of the parties' assays in which event the cost shall be shared equally by both parties.10. SUSPENSION OF QUOTATIONS:Should any quotation referred to in this contract cease to be published or cease to be representative, Buyer and Seller shall negotiate in good faith to estab

36、lish a mutually acceptablepricing method.11. TITLE AND RISK:Title shall pass from Seller to Buyer upon Seller's receipt of the provisional payment(s).Risk shall pass from Seller to Buyer upon delivery of material over shipsrail at load port.12. INSURANCE:Seller shall be responsible for providing

37、 original certificate of insurance issued by First Class Western Insurance Company for 110% of the provisional CIF invoice value in US Dollars covering:Institute Commodity Trade Clauses (A) Institute War ClausesInstitute Strikes, Riots and Civil Commotion Clauses (Institute SR&CC clauses)Risk of

38、 fire or heating of the cargo even when caused by inherent vice or spontaneous combustionInstitute Radioactive Contamination Exclusion ClauseSuch insurance shall be adjusted to 110% of the final value of the concentrate in accordance withthe contractandshall bein effectfromthe passingof risk at thep

39、ortof loadingthroughtodischarge port. Claims shall be payable in US Dollars in the country of Buyersdomicile.Notwithstandingtheabove,it isBuyer's responsibilityfor properlyfilingthe insuranceclaiminaccordancewiththetermsandconditionsof insurer'scoverage.Selleragreesthatitwillco-operate and a

40、ssist the Buyer tothebestof its abilityin proceedingsettlementof anylossordamage with an insurance company.13. SHIP LOST AND DAMAGE CLAUSE:Cargo shall be deemed to have arrived 30 days after onboard date of Bill of Lading. Bill of Lading weight, along with moisture and assays determined at the time

41、of loading, will be the basis for final settlement.In the event that part of the cargo is lost, final payment shall be made in accordance with theterms and conditions contained herein. Net dry weight shall be based upon the Bill of Lading weight less moisture to be determined at the time of loading.

42、 Assays shall be determined from the samples taken from that portion of the cargo which has safely arrived in good condition and shall be the basis for final settlement.In the event the damage shall not have altered the weight of the damaged portion, final payment for the Material damaged shall be m

43、ade on the basis of final weight in accordancewith Clause 8 and 9 herein, and assays and prices as determined for the part of the cargo which has been safely delivered in accordance with terms and conditions contained herein.In the event that part of the cargo is lost or the weight is altered by dam

44、age, final paymentfor the material lost or damaged shall be made on the basis of the Bill of Lading weight adjusted for moisture on the safely delivered and unaltered portion, and assays and pricesas determined for the part of the cargo which has been safely delivered and without damage in accordanc

45、e with the terms and conditions contained herein.14. NOTICES:All notices shall be made to the addresses of the parties set forth below or such subsequent address as any party may subsequently advise the other party in writing:Seller:Telephone:Facsimile:Buyer:Telephone:Facsimile:15. FORCE MAJEURE:If

46、the performance of any obligation (other than the obligation to pay for material) by any party to this Contract is hindered or prevented by reason of any of the following events, beyond the control of the parties:Act of God, strike, fire, lockout, flood, war, insurrection, mob violence, combination

47、of workmen, interference of Unions or Government, suspension of labour, accident, lack of transportation or delay en route or of any other cause whatsoever beyond the reasonable control of Buyer or Seller; this shall be hereinafter referred to as Force Majeure. Such notice shall set forth in reasona

48、ble detail thenature of the Force Majeure and the best estimate by the party claiming Force Majeure of the duration thereof . The party so affected shall not be liable to the other for damages on account thereof. Except by written agreement from Seller, this Clause shall not apply if vessel space is

49、 booked, loading of the material has commenced, the Quotational Period is running or any pricing has been done.Any event of Force Majeure so preventing or delaying the performance of any such obligation (other than the obligation to pay for material) shall entitle the party affected to suspend such

50、performance during the time and to the extent of the Force Majeure, provided that the party affected shall inform the other promptly in writing or facsimile.If thecircumstancesgivingriseto a ForceMajeuredeclarationcontinuesformorethan60consecutive days, the party not declaring Force Majeure shall ha

51、ve the right to renounce any furtherfulfilmentof its obligationshereunder,with the exceptionof obligationswhich shall have accruedhereunder between Buyer and Seller.16. LIQUIDATION:Without limiting any other rights that may be available to the liquidating party (as hereinafter defined),in the event

52、that Buyer/Seller fails to make payment when due of any amount payable to Seller/Buyer under this contract or any other contract outstanding between Seller and Buyer or in theevent that a party here to (the defaulting party) is the subject of a bankruptcy, insolvency or other similar proceedings or

53、fails to pay its debts generally as they become due, the other party hereto(the liquidating party) shall have the right, exercisable in its sole discretion and at any time , to liquidate this and any or all other contracts then outstanding between the parties (whether the liquidating party is the Se

54、ller or Buyer hereunder) by declaring any or all such contracts terminated (whereupon they shall become automatically terminated, except for obligation to effect payment), calculating the difference, if any between the price specified therein, and the market price for therelevant commodity (as determined by the liquidating party in