加载中…精炼铅买卖协议（中英文）
(2014-02-13 07:36:39)
标签：
买卖协议杂谈 |
分类： 国际贸易货物买卖 |
AGREEMENT
Dated
1.
2.
3.
4.
5.
6.
7.
8.
9.
10. TITLE AND RISK 货物所有权和风险
11.
12. WEIGHING SAMPLING AND MOISTURE DETERMINATION AT DISCHARGE PORT.
13. ASSAYING
14. TAXES, TARIFFS AND DUTIES 关税
15. LICENSES 许可证
16. FORCE MAJEURE
17. SUSPENSION OF QUOTATIONS 报价失效
18. CONSTRUCTION 解释
19. SUCCESSORS AND ASSIGNMENT 继承人以及指定
20. NOTICES 通知
21. LIABILITY 义务
22. ENTIRE AGREEMENT 协议的完整性
23.
Between
and
1.
The
contract commences on
The Seller
will sell approximately
The quantity shall always be +/-10% at Seller’s option.
本本协议于
卖方同意出售，买方同意购买大约
2.
The Concentrates to be delivered under this Agreement shall be of original with the following typical analysis:
本协议项下交付的精炼铅应产于原产地并具有下列成分。
Pb
铅
The concentrates shall otherwise be free from deleterious impurities harmful to normal lead smelting. Should circumstances prove otherwise both parties are to meet and discuss. The concentrate shall furthermore conform to IMO Code of Safe Practice for Solid Bulk Cargoes.
精炼铅在正常的熔化过程中，不能产生有害有毒的杂质。如果环境情况证明有所不同，双方应做会商处理。此外，该精炼铅应符合国际海事组织相关的散货安全条例。
Buyer has
the right to reject the cargo or renegotiate with seller if Lead
content is below
如果铅品位低于
3.
The concentrates shall be shipped in bags in containers within 30 days after the date of L/C.
4.
The
Concentrates shall be delivered CIF (Incoterms 2000) Liner
Terms
精炼铅交付是按照CIF班轮条款，使用标准的集装箱，运到中国
At the
discharge port, Buyer shall be responsible for all costs beyond CIF
Liner Terms, THC and container cleaning etc., at discharge port is
for the account of the Buyer.
在卸货港，买方应负责所有除了CIF条款以外的费用，包括目的港码头机械操作费洗箱费，所有目的港的费用都由买方承担。
Seller has
option to load up to
5.
The price, per dry metric ton of concentrate, shall be the value of the Metal Payments less the Deductions, specified below:
每干吨的精炼铅价格应该按照按照金属含量价值减去折扣，具体计价如下：
6.
The
Quotational Period for the calculation of the payable
metals
根据第5条，作为货款计算依据的报价有效期为提单所载的装运日当月后的第3个月份。
From the
date of Seller’s confirmed receipt of Buyer’s fully workable Letter
of Credit for each shipment up to, and including, the second market
day prior to the onset of the contractual Quotational Period (M+3),
Buyer has the right to fix any unknown price during M+1 and
M+2,
在卖方确认收到一个批次装运的有效信用证开始，到约定的有效报价期前的第二个交易日为止，买方有权确认M+1 M+2 中的任意一天的未知价格，但是要提前用邮件和电话的形式通知卖方，双方商定价格后确定，如果M+1 M+2未能点价，那么将用第三个月的均价作来计价。任何关于精炼铅的计价金属的点价都作为最终的点价。
7.
Currency: 货币：
All invoices or credit notes shall be in U.S. Dollars and Cents, and all payments shall be made by the relevant party in U.S. Dollars and Cents.
所有发票或信用证都用美元和美分计价，所有的付款双方都要用美元和美分。
Provisional Payment: 临时付款
Buyer
shall open a freely negotiable, irrevocable, at sight Letter of
Credit, through a first class bank acceptable to Seller. Buyer
shall open such letter of credit prior to any container booking.
The Letter of Credit shall be for 100% of the provisional CIF LT
value allowing for +/-10% variation on quantity and +10% and no
restriction on under value.
买方应通过卖方可接受的一级银行来开立可自由议付的不可撤销即期信用证。买方在订舱前开立信用证
a)
按照SGS签发的重量证和品质证上的数据缮制的三正三副的临时发票一套，标明信用证号，本协议号和提单号。
b)
由中远公司作为承运人签发的三正三副清洁装船提单一套，注明运费预付，由“中国建设银行连云港支行”通知申请人，提单上只显示货名。
c)
由装运港的商检机构签发的一正二副的重量证，显示湿度，干湿吨和整个检验过程，证书对整批货物有效。
d)
由装运港的SGS公司签发的一正二副的品质证，显示集装箱箱封号,铅品位，湿度，形态以及整个检验过程，注明在检验员的监管之下锁上铅封并对整批货物有效。
e)
由卖方签发的无木质包装声明
f)
按照临时CIF货值的110%（包括在目的港可能发生的费用）来进行投保的保险单一正一副，注明在中国索赔，包含一切险，战争险，空白背书。
g)
由受益人签发的产地证一正一副，标明货名，装载数量和船名。
Document for provisional drawing to be presented within 28 days after the B/L date is acceptable.
提单日期后28天之内临时交单可以接受。
The Letter
of Credit to be opened latest by
Any balance between Seller's provisional invoice value and final value of the cargo shall be payable under the Letter of Credit at sight or by T/T against presentation of following documents:
1)
卖方出具一正二副的最终商业发票
2)
3)
CCIC出具的重量湿度报告
The report of CCIC in China shall be the final for settlement.
中国CCIC出具的报告作为最终的结算依据
If the final amount according to the the report of CCIC is less than the amount of first payment, Seller should remit the difference amount to Buyer within 3 working days after CCIC results is presented.
All bank
charges in china are for Buyer’s account.
All bank charges outside of China are for Seller’s account.
所有中国以外的银行费用由卖方承担。
8.
All concentrates lost or damaged after risk has passed to the Buyer in accordance with Article 10, will be treated as if they had been safely delivered to the Buyer for the purposes of determining whether the obligation of the Seller to deliver and sell, and the obligation of the Buyer to buy concentrates in accordance with Article 1 has been fulfilled.
一切货物损毁一概视为已安全交付买方，为了确定条款所规定的卖方交付和出售责任以及买方购买责任是否履行，根据第10条规定的在风险转移给买方后，货物安全按照规定交给买方，将被视为如果他们被安全运送到买方。
Total Loss: 全部货损
In case of total loss of, or damage to concentrates after risk has been transferred to the Buyer in accordance with Article 10, payment shall be made as if the shipment had been safely delivered.
根据第十条，当风险转移到买方时，如果精炼铅发生全货损，买方应照付货款。
The amount payable will be calculated based on the Bill of Lading wet weight, the provisional moisture and provisional assays of the loaded Lead concentrates and otherwise in accordance with the terms of this contract.
支付金额按照提单上的湿重，装载的精炼铅的临时的湿度，临时的品质，以及本协议条款中的其他规定。
Partial Loss: 部分货损
In case of partial loss of, or damage to concentrate after risk has been transferred to the Buyer in accordance with Article 10, payment shall be made as if the shipment had been safely delivered.
根据第十条，当风险转移到买方时，如果精炼铅发生部分货损，买方应照付货款。
The amount payable will be calculated based on the Bill of Lading wet weight, and the final moisture and final assays on that part of the cargo which has been safely delivered and otherwise in accordance with the terms of this contract.
支付金额按照提单上的湿重，出现坏损的已经安全抵港的部分精炼铅的最终的湿度和品质，以及本协议条款中的其他规定。
9.
For each shipment, Seller shall arrange marine insurance in favour of Buyer, covering the Concentrate from the port of loading until discharged at the discharge port, for 110% of the value finally established in accordance with this Agreement, on the following conditions:
每一批次装运，卖方应该安排海运险，受益人是买方，投保的精炼铅包括从装运港直到在目的港卸货整个过程按照协议规定的金额进行110%投保。
10. TITLE AND RISK 货物所有权和风险
Title to
the concentrate for each shipment or any part thereof, shall pass
from Seller to Buyer on receipt by Seller of the first provisional
payment in accordance with Article 8 of this Agreement.
根据本协议第八条，在卖方收到首笔临时付款后，该批次精炼铅的货权由卖方转到买方。
Risk to
the Concentrate shall pass from Seller to Buyer at the time the
Concentrate passes over the ship’s rail into the carrying vessel at
the port of loading.
11.
The cargo should be inspected by SGS at loading port when cargo is being loaded. The Buyer shall authorize SGS to inspect the cargo on behalf of the buyer and this operation shall be carried out for Seller’s account. Seller should notify the Buyer beforehand by fax or email of the date of inspection, the name and contact information of the surveyor acting on behalf of the independent inspector specified in the contract.
Quantity is determined by weighing each truck full and empty after the loading of the commodity into containers. Net weight of the commodity mentioned above is calculated by subtracting the tare weight of the containers, written on each container from each total container weight.
The provisional weighing, sampling and moisture determination shall be carried out from each big bag in order to form approximately 250 WMT lots when loading the cargo into containers by using a suitable sampling spear.
Within 3 working days after sampling and sealing, Seller shall notify Buyer immediately by fax or email the name of the surveyor, the date and place of the sampling, the sealing numbers, and the whole process of the sampling and assaying. In the certificates issued by the independent inspector (here is SGS), the words such as “The result is just for the sent samples” or “We are not responsibility for the whole shipped cargo” or with similar meaning must not appear.
12. WEIGHING SAMPLING AND MOISTURE DETERMINATION AT DISCHARGE PORT.
Final
weighing, sampling and determination of moisture of the Concentrate
shall be carried out at the discharge port at Buyer’s expense by
CIQ/CCIC.
The final
weighing, sampling and moisture determination shall be carried out
in lots of about 250 WMT, and repeated for each lot.
最终的称重，取样和湿度测试应分成250吨一个批次，每个批次都要取复样，每个批次货物包括分次交付和整体交付。
The
composite sample for each lot shall be divided into 8 equal
portions: 2 for Seller, 2 for Buyer, 2 for Miner and 2 to be
properly packed, sealed, labelled and retained by the CIQ/CCIC as
reserve samples for analysis by umpires if required under Article
13.
13. ASSAYING
Assaying for Lead and Silver shall be made independently by both Seller and Buyer on samples drawn, as defined in Article 12, in accordance with standard practices generally recognized by the mining and smelting industry throughout the world. Assay results for Lead shall be reported as a percentage of the net dry weight to two decimal places and as grams in each DMT, 2 decimal places required, in the case of Silver.
在条款12当中，卖方与买方在样品分析时，铅和银都分别作分析，根据全球矿物验炼厂一致认同的标准条款。铅的分析结果以干净吨的百分比保留两位小数 和每干吨以克计算，银的分析结果也要保留两位小数。
Assay certificate for exchange shall be issued by an independent international surveyor or CIQ/CCIC. The results of such assays shall be exchanged by registered mail or courier as mutually agreed, on a date to be agreed upon in advance, but in any event within 90 days after last receipt of the samples at the receiving smelter. The assays of Lead and Silver shall be exchanged on lot by lot basis. Seller and Buyer undertake to agree on a date for the exchange of assays as soon as possible. Should the difference between the results of both parties be not more than the following splitting limits:
品质证应该由有独立的有国际认证资质的检验员或者CCIC/CIQ 来签发，分析结果交换时 是在提前协议的日期通过双方协议的邮件或邮递员交换， 但是在冶炼厂收到样品的90天期间。铅和银的分析结果一组一组的交换，买方与卖方都要尽快在协议日期内交换分析报告。如果双方之间的结果差异不低于下列分歧限制更多：
Lead
then the exact mean of the two results shall be taken as the agreed assay for the purpose of final accounting. In the event of greater difference, umpire assaying shall be performed on the sample(s) reserved for this purpose by a laboratory(s) to be mutually agreed upon by Buyer and Seller, which shall be from the following list of laboratories:
If any of the above companies act as either Buyer’s or Seller’s representative during the weighing, sampling and moisture determination operations at the smelter, then they shall automatically be disqualified from acting as an umpire
如果上述公司的任何一家作为买方或卖方代表，在冶炼厂进行称重，取样以及水分测定的操作，那么他们将被自动取消仲裁员的资格。
Should the umpire's determination fall between the results of the assays conducted by Buyer and Seller, or coincide with either Buyer's or Seller's assay, then the arithmetical mean of the umpire's assay and the assay of the party nearest to the umpire's assay shall be taken as the agreed assay in respect of the lot in question. Should the umpire's assay fall elsewhere, then the arithmetical mean of the umpire's assay and the assay of the party nearest to the umpire's assay shall be taken as the agreed assay in respect of the lot in question.
如果仲裁结果在买方和卖方的结果的中间，或是与其中一方分析结果一致，那么采用与仲裁结果最为接近的数据为最终结果，如果仲裁结果不在买卖双方出具结果的中间范围，则其中一方接近仲裁的结果作为最终结果。
In all
cases, the cost of the umpire’s assay shall be paid by the party
whose result varied the most from the umpire’s assay, unless the
umpire’s assays is the exact mean of the Buyer’s and Seller’s
assay, in
在所有情况下，仲裁的检测费用应由检验结果差距最大的一方出，如果仲裁的结果与双方都不相同，则费用由双方平分。
14. TAXES, TARIFFS AND DUTIES 关税
Any taxes, tariffs and duties, whether present or imposed on the concentrate or contained metal or on commercial documents relating hereto arising in China shall be borne by Buyer. Any taxes, tariffs and duties, whether present or imposed on the concentrate or contained metal or on commercial documents relating hereto arising outside China shall be borne by Seller.
任何在中国产生的精炼铅税收，关税都由买方承担，相反在中国以外产生的关税由卖方承担。
15. LICENSES 许可证
Seller guarantees the timely issuance of any export license(s), if required.
Buyer guarantees the timely issuance of any import license(s), if required.
如有需要，卖方要提供出口许可证
如有需要，买方要提供进口许可证
16. FORCE MAJEURE
In the
event of any war, revolution, act of God, flood, storm, earthquake,
fire, explosion, strike, lockout, stoppage of work, combination of
workmen, interference of Trade Unions, act of Government or
Government appointed agents, Government changes in export
regulations, obstruction or blockage of port or wharf, lack of
railway or seaborne freight facilities or delays en route whether
due to mechanical fault or to action of the elements, or, in the
event of any other disabling causes whatsoever beyond the
reasonable control of the parties concerned (any such cause being
hereinafter called "Force Majeure") preventing or hindering Seller
or Buyer from performing its obligations in the Agreement (namely
if a Force Majeure event prevents performance by the producing
mine, or receipt or treatment by the consuming smelter) provided
that neither party can rely on any change in economic circumstances
as Force Majeure, the party affected by Force Majeure may at its
option, either suspend or reduce delivery or acceptance of tonnage
hereunder by giving prompt written notice to the other party of the
details of such cause.
如果本本协议任何一方任何下列事项,一方不能控制的。天灾、罢工、洪水、战争、暴力、干扰工会的怪物或政府或任何其他原因超出了合理的买方或卖方控制;这将被简称为不可抗力。这样的通知应当在合理的详细阐述的性质和最佳估计数不可抗力事件所声称的不可抗力事件的时间。所以影响不负赔偿因其他除外。任何不可抗力事件如此预防或延缓履行义务(除了等义务支付资料)应赋予影响的一方中止履行的时间,在很大程度上与不可抗力影响的一方,应立即以书面方式通知其他或传真或传真。
Where the containers have been booked by Seller and Seller has entered into an ocean freight commitment, Buyer shall remain obliged to accept delivery of the same notwithstanding that Buyer has declared Force Majeure.
当卖方已经订舱，并且卖方已经付过海运费，尽管买方已经宣布不可抗力，买方仍然有义务接受交付。
Neither Buyer nor Seller may declare Force Majeure in respect of Concentrate for which the Quotational Period has already commenced.
不管是买方还是卖方，都有可能宣布关于交易的不可抗力，尽管作价期已经开始。
Should the duration of Force Majeure exceed three (3) months, the party who did not declare Force Majeure shall be entitled, by notice in writing to the other party, to cancel the tonnage which would have been delivered during the affected period.
如果不可抗力时间超过3个月，没有宣布不可抗力的一方应得到另一方的书面通知，以便在有效期内取消已经交付的货物。
Should the duration of Force Majeure exceed nine (9) months, either party shall have the right to terminate this Agreement by notice in writing to the other party.
如果不可抗力时间连续超过9个月，任何一方都有权书面通知对方取消本协议协议
The party declaring Force Majeure shall give prompt written notice to the other party once the cause of such Force Majeure has been resolved.
17. SUSPENSION OF QUOTATIONS 报价失效
The metal price quotations specified under this contract are the quotations currently in general use for the pricing of the Lead metal content of Lead concentrates.
该本协议的金属报价是根据精炼铅铅品位按照当前常用的计价方法来计价的。
In the event that any of these price quotations ceases to exist, ceases to be published or should no longer be internationally recognized as the basis for the settlement of Lead concentrate contracts, then upon the request of either party Buyer and Seller will promptly consult together with a view to agree on a new pricing basis and on the date for bringing such basis into effect. The basic objective will be to secure the continuity of fair pricing.
任意报价存在停止，公布或不在被国际作为精炼铅本协议的最终结算的情况下，关于买方或卖方任意一方的要求将立即一起协商，统一一个新的价格和实施日期，能保证实盘继续进行！
18. CONSTRUCTION 解释
This
Agreement shall be governed by, and construed in accordance with,
the laws of England.
该协议受英国法律管辖，双方不可撤销地同意凡与本协议有关任何纠纷应由英国法院排他地审理。
19. SUCCESSORS AND ASSIGNMENT 继承人以及指定
This
Agreement and all its provisions shall be binding upon and endure
to the benefit of the successors and assigns of the respective
parties hereto. Other than as provided in this Article, neither
party shall assign this agreement without the written consent of
the other party.
本协议及有的条款对继承人和委派的代表都有约束力。需要委任继承者的一方应书面通知另一方。
20. NOTICES 通知
It is agreed that any and all notices required or permitted to be given to either party under the terms of this Agreement shall be notified by facsimile, followed by special courier, addressed to the party to be notified at the following respective addresses, or any other addresses regarding which the respective parties have been informed prior to the sending of such notices, namely:
达成协议上所有的条款以后，买卖双方将公司信息传真与对方，包括双方地址联系方式
21. LIABILITY 责任
Seller shall not be liable to Buyer and Buyer shall indemnify and save forever harmless Seller from any claims, suits, charges and losses for personal injury, death or property damage arising out of, or resulting from the handling, possession, resale, use or disposal of the concentrates supplied hereunder which meets the specifications under Article 3, whether alone or in combination with other substances, by Buyer or the agents, employees or customer of Buyer, such indemnification and save harmless agreement to survive the term of this agreement for a period of five (5) years.
22. TERMINATION 履行终止
The Seller or Buyer may elect to terminate this Agreement in the event that the debtor party fails to pay the creditor party any amount payable hereunder as and when due and such default has continued unremedied for a period of 30 business days after written notice thereof is given by the creditor. This Agreement shall terminate at the option of either party if the other party materially defaults in the performance or observance of any obligations hereunder and fails to remedy the default within 30 days after receiving written demand therefore. This Agreement shall terminate at the option of either party if the other party becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed for the other party, or if any proceeding in bankruptcy, receivership, or liquidation is instituted against the other party and is not dismissed within 30 days following commencement thereof.
All amounts and obligations arising hereunder that are still outstanding at the time of termination of this Agreement shall survive such termination.
22. ENTIRE AGREEMENT 协议的完整性
Except with Buyer’s/Seller’s written agreement, neither this contract nor any provision thereof can be waived, changed, discharged or terminated. All previous negotiations and correspondence are considered void after this contract has been signed.
除了买卖双方的书面协议，本协议的任何条款不得终止、变更、放弃。自本协议签署后先前的一切洽谈和书函均无效力。
23.
the term “metric ton”, “metric tonne” or “mt” means 1000 kilograms or 2204.62 pounds, wet or dry basis
1公吨系指1000公斤或者2204.62磅
the term
“pound” (lb) means pound avoirdupois, equal to 453.593
grams
the term
“ounce” (oz) means ounce troy, equal to 31.1035 grams
the term
“g/t” means grams per dry metric ton
the term
“wet metric ton” (wmt) means metric ton, wet basis
the term
“dry metric ton” (dmt) means metric ton, dry basis
the term
“unit” means 1% of a net metric ton, dry weight
amounts of money stated in USD, US$ and ¢ (U.S. Dollars and cents) are references to the lawful currency of the United States of America
USD系指美元
date of shipment in respect of any shipment shall mean the date of the signed Bill of Lading
装船日期系指提单上签发的日期
month of shipment in respect of any shipment shall mean the calendar month during which shipment has taken place and evidenced by the bill of lading date
装船月系指提单上日期的月份
“IMO Bulk Cargo Code” means the International Maritime Organisation’s Code of Safe Practice for Bulk Cargoes as amended from time to time
.IMO 系指国际海运散装货物安全条例的海事组织
LBMA :
London Bullion Market Association
LME:
London Metal Exchange
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.
本协议与上述日期签署。
Signed
by:
For and on
behalf of Buyer:
Name in
Print:
Title:
Date:
Signed
by:
For and on
behalf of Seller
Name in
Print:
Title:
Date:
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