煤炭进口合同

1、CONTRACT No. COAL-369 June 21, 2010 The firm Crystall Fluorite Mongolia LLC, hereinafter referred to as the Seller, on the one hand, and “ORIENT (HONG KONG) GROUP CO. LTD”, Hong Kong, China, hereinafter referred to as the Buyer, on the other hand, have drafted and concluded the present Contract (The

2、 Contract) as follows: 1. SUBJECT OF THE CONTRACT 1.1.The Seller has sold and the Buyer has bought 600 000 metric tons +40% in Sellers option of coking coal in bulk shipped by trucks produced by the “Tavan Tolgoi” Joint-Stock Company, Mongolia, hereinafter referred to as the “Goods”, on the terms DA

3、F Gants Mod border station according to the following contract specification: MOISTURE as received, % ASH on air dry basis, % SULPHUR on air dry basis, % VOLATILE on dry ash free basis, % PLASTOMETER INDEX “Y” G INDEX (G) ROGA INDEX (RI) CALORIFIC VALUE NET, kcal/kg SIZE MAX 3,0 MAX 12,0 MAX 0,8 MAX

4、 27 MIN 15 MM MIN 80 MIN 70 MIN 6200 0-300 MM Quality of the Goods must be confirmed by certificates of quality issued by Independent Laboratory (Mining Institute) at the Loading Station and Independent Laboratory (CIQ, etc.) at the Discharging station. 2. PRICE OF THE GOODS AND PERIOD OF DELIVERY 2

5、.1. The price of the Goods is US dollars per metric ton on DAF Gants Mod border station according with Incoterms 2000 (ICC publication No. 600) should be in Addendums to The Contract. Price should be confirmed every three months by The Parties and indicated in Addendums to The Contract. Final quanti

6、ty settlement will be basis of customs scales from Gants Mod border station, and final quality settlement will be basis of Independent Laboratory (CIQ, etc) from Gants Mod border station. In case the results of the Certificate of Quality at the Loading/Discharging station fall outside the specificat

7、ion limits as per clause 1 of the present contract the following adjustments will be applied on DAF price: A) Ash: Should the ash content on air dry basis exceed 12,0% up to 16,0% then the DAF price per metric ton shall be reduced by USD 0,5 Per MT for every 1,0% above 12,0% with fraction pro rata.

8、Should the ash content on air dry basis exceed 16,0% up to 23,0% then the DAF price per metric ton shall be reduced by USD 2,0 Per MT for every 1,0% above 16,0% with fraction pro rata. Should the ash content on air dry basis exceed 23,0% then rejection of The Goods. B) Sulphur: Should the Sulphur co

9、ntent on air dry basis exceed 0,8% then the DAF price per metric ton shall be reduced by USD 0,3 Per MT for every 0,1% above 0,8% with fraction pro rata. C) Volatile Matter: Should the Volatile Matter content on dry ash free basis exceed 27% up to 30% then the DAF price per metric ton shall be reduc

10、ed by USD 0,8 Per MT for every 1,0% above 27% with fraction Pro rata. Should the Volatile Matter content on dry ash free basis exceed 30% up to 35% then the DAF price per metric ton shall be reduced by USD 2,0 Per MT for every 1,0% above 30% with fraction Pro rata. Should the Volatile Matter content

11、 on dry ash free basis exceed 35% then rejection of The Goods. D) Plastometer Index Y: Should the content of Plastometer Index Y below 15 mm up to 13 mm then the DAF price per metric ton shall be reduced by USD 1,0 per MT for every 1 mm with fraction pro rata. Should the content of Plastometer Index

12、 Y below 13 mm up to 10 mm then the DAF price per metric ton shall be reduced by USD 2,0 per MT for every 1 mm with fraction pro rata. Should the content of Plastometer Index Y below 10 mm then rejection of The Goods. E） ）G INDEX (G)：Should the G Index G below 80 up to 70 then the DAF price per metr

13、ic ton shall be reduced by USD 0,5 per MT for every 1 point with fraction pro rata. Should the content of G index G below 70 then rejection of the Goods. In case months plan of delivering The Goods will be non-fulfilled by Sellers, The Seller must pay penalty to The Buyer according to the next formu

14、la: If non-delivered quantity of The Goods is from 1 mt up to 5000 mt then: Penalty=(50000-delivered volume)*1,0USD If non-delivered quantity of The Goods is from 5001 mt up to 10000 mt then: Penalty=(50000-delivered volume)*2,0USD If non-delivered quantity of The Goods is from 10001 mt up to 20000

15、mt then: Penalty=(50000-delivered volume)*3,0USD If non-delivered quantity of The Goods is more than 20000 mt then: Penalty=(50000-delivered volume)*5,0USD and The Contract is canceled. Penalty must be paid by T/T by The Seller in accordance with Buyers invoice within three working days after receiv

16、ing invoice by e-mail or fax. In case complicated weather conditions (heavy rain or heavy snow) which were cause of non- fulfillment of months plan of delivering of The Goods Penalty will not be applied. Such weather conditions should be confirmed by the certificate from meteorological agency of Mon

17、golia issued in English. The Seller must send this certificate to The Buyer by e-mail within one working days after receiving certificate from meteorological agency. 2.2. Period of shipment July 2010 July 2011 with the following schedule: - up to 70 000 mt, min 50 000 mt in every month. Accurate vol

18、ume for every months is indicated in Addendums to The Contract. Total volume of The Contract is up to 840 000 mt, minimum is 600 000 mt. The date of delivery shall be the date of stamp on consignment note at the border crossing station Gants Mod. The station of trans-loading is Gants mod. 2.3. If th

19、e actual total moisture exceeds 3,0% as stated in the Surveyors Certificate (Mining Institute) at loading station, then the invoice weight shall be as the following formula: Invoice Weight (metric ton) = Trucks List weight *1-(Actual Total Moisture -3.0%) 2.4. Total value of the Contract not more th

20、an USD 70 000 000 +/- 5%. 2.5. Packing in bulk. 2.6. Country of origin is Mongolia. 3. TERMS OF PAYMENT 3.1. Payments of the Contract should be made by Telegraphic Transfer and be divided into two parts. 3.2. Firstly The Buyer shall pay 85% of value of delivered lot of The Goods to station Gants Mod

21、 after receiving the following documents from The Seller by e-mail (orienthongkong, ryabinin1981) or by fax (+8): (a) Signed and stamped Invoice for 85% of total value basis on the adjusted price and weight showing details of Goods specification for each lot of The Goods. Issued by The Seller; (b) C

22、ertificate of Sampling and Analysis issued by Mining Institute at the loading station for every delivered lot of The Goods with next main data: MOISTURE as received, %; ASH on air dry basis, %; SULPHUR on air dry basis, %; VOLATILE MATTER on dry ash free basis, %; PLASTOMETER INDEX “Y”, %; G INDEX (

23、G); CALORIFIC VALUE NET, kcal/kg; Delivered Volume of lot of The Goods, mt; Dates of dispatch; (c) Trucks list of lot of The Goods showing weight of each truck issued (signed and stamped) by The Seller. The Buyer shall pay within three working days after receiving above documents. 3.2. Secondly The

24、Buyer shall pay other 15% of value of delivered Goods after receiving Final Invoice issued (signed and stamped) by The Seller for delivered months volume. The Buyer should pay within three working days after receiving Final Invoice. 3.3. Every Lot of The Goods must be not less than 10 000 mt except

25、last lot of the month. 3.4. Total weight of The Goods in Invoice (including Final Invoice) must be according with customs scales at Gants Mod border station and according with formula at clause 2.3. 3.5. All documents should be issued in English language. 3.6. Set of original of documents (a,b,c) sh

26、ould be sent to Buyers office within five working days from the date of shipment. Original of Final Invoice should be sent to Buyers office within three working days after finishing months delivery. 4. TERMS AND CONDITIONS OF THE DELIVERY 4.1. The Seller shall be considered to fulfil its obligations

27、 to supply the consignment of the goods. The Seller shall begin shipment of the Goods in trucks after confirmation of the schedule of deliveries by Transportation Company. 4.2. Upon the consent of both Parties the shipment of the Goods is allowed before the schedule. The Seller shall notify the Buye

28、r about the shipment effected within 24 hours and transmit the following documents by fax/e-mail: Dispatch advices for coal dispatched stating date of dispatch, trucks numbers, weight per truck, quantity of trucks, total weight. Such faxes/e-mails to be transmitted by the Seller to the Buyer. Copy o

29、f Certificate of quality issued by the Mining Institute. All the commercial documents made by the Seller shall be in English. Commercial invoices should be in English. The correspondence shall also be done in English. 5. FORCE MAJEURE 5.1. Force Majeure means an event or circumstance which prevents

30、one party (the “Claiming Party”) from performing its obligations under this Contract, which event or circumstance was not anticipated as of the date of this Contract, which is not within the reasonable control of, or the result of the negligence of the Claiming Party and which, by the exercise of du

31、e diligence, the Claiming Party is unable to overcome or avoid or cause to be avoided. The Parties are released from responsibility for partial or complete non-fulfillment of their liabilities under the present Contract, if this non-fulfillment was caused by the circumstances of Force Majeure, namel

32、y flood, fire, earthquakes, and other natural disasters, war, military operations of any nature, blockade, actions of high government bodies, closure of mines, railway or port conventions, non-receiving approval of railway plans by any of the Ministers of railways and other cases being beyond the re

33、asonable control of the Parties. 5.2. The Party, for which Force Majeure circumstance has arisen, is obliged to inform other Party of the start/end of these circumstances within 10 days and about affect on fulfillment of Contract. 5.3. In the event of Force Majeure circumstances or its consequences

34、continuing for more that 30 days, either Party shall have that right to refuse to continue the performance of its obligations under this Contract. In such case either Party cannot demand from the other Party compensation for consequential losses. 5.4. The certificates issued by the respective Chambe

35、r of Commerce shall be the necessary and sufficient proof of such circumstances and their duration. 6. ARBITRATION All disputes in connection with this contract shall be settled through friendly negotiation. In case no settlement can be reached through negotiation. The case should then be submitted

36、to the foreign trade arbitration commission of China council for the promotion of International Trade for arbitration with its provisional rules of procedure. The arbitration shall be conducted in Beijing and the decision made by the said commission shall be final and binding upon both parties. The

37、arbitration fees shall be borne by the losing party. Language of trial is Chinese. 7. OTHER TERMS AND CONDITIONS 7.1. The Seller undertakes that his ownership of the Goods supplied is free from any dispute. The Seller shall be fully liable for all consequences arising out of any dispute during owner

38、ship of the Goods by the Buyer. 7.2. All amendments and addenda to the Contract shall be valid only if they are made in writing and signed by both parties. The present contract takes effect from date of its signing and The present Contract enters into force from the date of signing and is valid up t

39、o the full completion of mutual obligations. After signing of the present Contract all previous correspondence shall lose force. 7.3. Neither Party has right to assign its rights and obligations under the Contract to the third Party without the other Partys written consent that shall not be unreasonably withheld. 7.4. The present Contract enters into force from the date of signing and is valid up to the full completion of mutual obligations. 7.5. This Contract is signed in duplicate in English. 7.6. The Contract sets forth the entire agreeme