Contract No.合同号: Dated 签订日期:
Concluded at签订地点: Jakarta, Indonesia印度尼西亚，雅加达 THE BUYER
Telephone电话 : Fax No传真 :
Email电邮 : Hereafter reffered to as „BUYER‟以下简称“买方”
BUYER's Bank Details买方银行信息:
Bank Name银行名称 : Account Name 账户名 :
Account Number账号 : SWIFT Code银行代码 :
THE SELLER卖方 : Address 地址:
Fax No传真 : Email电邮 :
Hereafter reffered to as „SELLER‟以下简称“卖方”
SELLER's Bank Details卖方银行信息 : Bank Name银行名称 :
Address地址 : Telephone电话 :
Account Name 账户名 : Account Number 账号:
SWIFT Code银行代码 :
This contract is made by and between the BUYER and SELLER, whereby BUYER agrees to buy and SELLER agrees to sell the under-mentioned commodity on the terms and conditions stated in this agreement as below:
COMMODITY商品 Name of Commodity商品名称:
Manganese Ore with Total Mn Content of 43%
Origin of Goods商品货源地： Indonesia印度尼西亚 PACKING OPTIONS产品包装„Cargo in 50 kg Bags‟ in 20‟ft Containers at Seller‟s Stockpile/Warehouse for Quantity 500 mt (+/- 10%).
Sale & Purchase Contract for lumpy Manganese Ore (Mn 43-38%) Contract No: 108B/MN-43/2008
货物每袋50千克，装至卖方仓库20英尺的集装箱中，总量500公吨（增减率10%） PORT OF LOADING装运港：Kalimantan port, Indonesia印尼加里曼丹港口
4. QUANTITY AND SHIPMENT装运数量
Total Quantity: The total contracted quantity for Manganese Ore in Container Total quantities is 500 MT( Five Hundred Metric Tons)=+/-10%.
Shipment Frequency: Shipment will be 500 mt in 30 days after receipt of Buyer‟s Non transferable operative Letter of Credit (LC) at sight 100% in Seller‟s Bank.
Partial Shipment: is allowed.
5. SPECIFICATION OF MANGANESE ORE
Mn：43% (最少38 %) Al2O3 ：最多8% Fe2O3：最多9% SiO2：最多19 % Sulphur硫磺：最多0.1% Phosphorus磷：最多0.1% Size粒度： 0mm-300mm.
Moisture水分：最多8% (105 摄氏度)
Rejection: If Total Mn Content below 38% (Thirty eight Percent) or Moisture >10%
6.BASE PRICE PER DRY METRIC TON
The base price shall be USD 235/DMT, for Manganese Ore with Mn Total Content of 43% on basis of CFR, Qingdao port ,China .Dry basis means lumpy dried at 105 degrees centigrade.
7.BASE PRICE ADJUSTMENT FOR BONUS & PENALTY
7.1 MANGANESE CONTENT (Mn)锰含量
In respect to the shipment of Manganese Ore, which does not meet the required minimum Total Mn Content specifications, the base price (L/C) shall then be adjusted in accordance with the total manganese (Mn) content, determined pursuant to the provisions as follows:
For each 1% unit of manganese (Mn) above 43%, the base price shall be increased by US Dollars 5 DMT (Five united states dollar) as BONUS. This Mn bonus shall be calculated on pro rata basis and paid by Buyer to the Seller by bonus payment allowance clause in LC.
For each 1% unit of manganese (Mn) below 43% but above 38%, the base price shall be decreased by US Dollars 5 DMT (Five United states dollar) as PENALTY. This Mn penalty shall be calculated on pro rata basis and will be deducted in the final invoice of the Seller to the Buyer.
Buyer will negotiate with Seller for goods that are below Mn of 38%, but if no mutual agreement is reached, then Buyer has the right to reject the said goods if the Total Mn Content of the said goods, based on the independent quality certification of SUCOFINDO or is found be lower than 38% Total Mn Content specifically as mentioned in the Independent Surveyor's quality inspection report .
8.PAYMENT TERMS .支付条款
8.1 The Payment will be made for each of shipment by the Buyer to the Seller only by fully funded and Irrevocable, NonTransferable Letter of Credit at Sight, for full 100% of said shipment value. This Letter of Credit shall be opened by the Buyer to the designated bank account of Seller as per Seller‟s Bank details stated in this contract.
8.2 An Irrevocable NonTransferable, Letter of Credit at Sight will be opened by Buyer within 5 (five) banking days after signing this contract.
8.3 The LC should contain the following terms and conditions
shall allow for 10% more or less in value and quantity
Partial shipment allowed 允许 分批装运 Trans-shipment allowed允许 转运
Spelling and other Typographical mistakes are not to be considered as discrepancies. but the mistakes don't affect the original meaning .
9. DOCUMENTS REQUIRED FOR PAYMENT
Seller shall provide the following documents for the 97% LC Payment:
Seller signed Invoice in One original and two copies indicating quantity and value of commodity shipped, name of carrying vessel, and B/L number
Full set of “Clean on Board” Carrier‟s Bill of Lading, in three originals made out to order of issuing Bank , and marked “Freight prepaid” ,notify to the buyer.
Full set of Packing List in One original and two copies
Certificate of Weight in one original and three copies issued by SGS/Sucofindo at the Seller‟s stockpile/warehouse before cargo stuffing into the Container.
Certificate of Quality Analysis in one original and three copies issued by SGS/Sucofindo at the Seller‟s stockpile/warehouse before cargo stuffing into the Container.
Certificate of origin 原产地证书
Shipping advice to buyer within 3 working days after shipment advising the shipment details including the contract number,name of vessel, invoice value, and gross weight .
9.2 balance amount payable against presentation of the following ducuments: 未能提供下列文件，将增加应付款项：
(1) seller‟s final commercial invoice based on certificate of quality and certificate of weight issued by CIQ at port of discharge 基于CIQ签发的卸货港口质量和重量检验证明，卖方最终商业发票
(2) certificate of quality issued by CIQ at port of discharge CIQ签发的卸货港质量证明书
certificate of weight issued by CIQ at port of discharge. CIQ签发的卸货港重量证明书
If buyer can‟t supply certificates of weight and quality at discharging port (CIQ) within 45 days after discharging date, the seller has the right to present the Certificate of quality and weight issued by the Independent Surveyor at loading port for final payment.
10. TAXES, DUTIES, LEVIES, DUES, etc关税等各种款项
All import duties, levies, taxes, surcharges, etc, (if any) at the discharge port, on the shipped goods, will be the responsibility of the Buyer and will be fully paid by the Buyer.
All taxes, export duties, surcharges, etc, in the country of origin of goods and/or at the port of loading, will be the responsibility of the Seller and to Seller‟s account.
All taxes, fees, duties and other similar claims or charges (however denominated) imposed on, or arising out of the sale of the said Manganese Ore before the passage of goods over the rails of Buyer‟s vessel shall be to and for the account of and payable by the SELLER.
11. TITLE AND RISK所有权及风险
Title and risk of loss or damage to Manganese Ore shall pass from SELLER to BUYER as the Manganese Ore passes over the ship‟s rail at the Loading Port.
12. Force Majeure不可抗力
In the event that either SELLER or BUYER is affected by an event of Force Majeure, the affected Party shall forthwith (within 24 hours) give written notice (wherever possible) or verbal notice through phone to the other Party stating the causes and/or circumstances of the Force Majeure event, clearly specifying the nature of the event, together with an estimate, in good faith, of the degree to which and the period for which its performance will be affected thereby. The affected Party shall, upon request by the other Party, provide evidence as to the occurrence of such event(s) and the period of duration thereof.
In case of any dispute which may arise between BUYER and SELLER in connection with this Agreement or the interpretation, performance or non-performance of this agreement, which cannot be settled by mutual accord between BUYER and SELLER, such dispute(s) shall be settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce, by three arbitrators, appointed in accordance with the said Rules & Conditions.
The arbitration proceedings will be held in Indonesia, irrespective of whether the SELLER or the BUYER initiates the Arbitration and the same arbitration to be held as per Arbitration Laws and Guidelines of Indonesian Chamber of Commerce and according to International law. The language to be used in the arbitral proceedings shall be in English. The decision of the majority of the arbitrators shall be final and binding on all the Parties hereto, including the decision to allocate of the costs of such arbitration, in Indonesia. The loosing Party will pay all costs involved in such arbitrations or legal litigations.
SELLER卖方: BUYER买方 :