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Contract of Sales and Purchase of Indonesia Coal
This contract is made and entered into on this 2013by and between:
The Seller :
Address :
(Hereinafter be referred to as the Seller)
The Buyer :
Address :
By this Contract the Seller agrees to sell and the Buyer agrees to buy the following coal
under the terms and conditions listed below:
1. Commodity: Indonesia Steam Coal (Origin: Indonesia)
1. : (: )
2Quantity:
100,000 MT+/-10%/month MOLOO
2: 100,000 +/-10%
3. Shipment: First shipment on or before April 30, 2013
(Seller shall receive buyers LC on March 30 2013 at the latest)
3. : 2013 04 30 (
2013 3 30 )
4. Specifications: (Based on ASTM Standards)
4. : ()
Specification
Total Moisture (As received basis)
() 35% Max
Inner Moisture (Air dried basis)
() 18% Approx
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Volatile Matter (Air dried basis)
() 35 ~ 45%
Fixed Carbon (Air dried basis)
() By difference
Ash (Air dried basis)
() 12% Max
Total Sulphur (Air dried basis)
() 1% Max
Grind ability (HGI)
40 Min
Net Calorific Value (NAR)
() 3800 Kcal/kg
Size
0-100 mm
5. Unit Price: USD CIF, Zhangjiagang Port or other Nominated Terminal
by buyer in China.
(INCOTERMS 2000).
The base price for the shipments under this Contract shall be reviewed
by the Parties once every month, and any price adjustment shall be
mutually agreed by the Parties.
5. CIF
/
(2000)
6. Premium/Penalty:
6.
PRICE ADJUSTMENT:
If the Net Calorific Value (NAR) of the shipment is out of the range of 3800 Kcal/kg,
the unit price shall be adjusted as follows:
For Net Calorific Value (NAR) more or less than3800Kcal/kgbut above or equal to
3600Kacl/Kg. the unit price shall be increased or decreased by USD1.5/MT for each
CMT-2013-001-
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100 Kcal/kg difference.
For Net Calorific Value (NAR) lower than 3600Kcal/kg but higher than 3500Kcal, the
unit price shall be reduced by USD2.8.
If the Net Calorific Value is equal to or lower than 3500Kcal,the Buyer shall have the
right reject the cargo or negotiate the new price.
For sulphur content air dried basic, if higher than 1%, the unit price shall be reduced by
USD0.5/MT for each 0.1%.if higher than 1.2%,the unit price shall be reduced by
usd1/MT for each 0.1%, Pro-rata to be made for differences less than 0.1%.
For volatile matter (air dried basis), if lower than 30%, the unit price shall be reduced by
USD0.5/MT for each 1%. Pro-rata to be made for differences less than1%
:
3800 /
3800 / 3600
/ 100/1.5
/
3600/ 3500Kcal
2.8/
3500 /
.
()>1%, 0.1%$0.5/,
>1.2%, 0.1%,$1/,.
CMT-2013-001-
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8.2 The Buyer shall nominate and appoint the freight forwarders at the discharging
port.Ship Owner to pay all agencies fee and port dues at discharging port.
8.2
8.3 Notice of Readiness to be tendered by written or radio anytime day or night,
Sunday and Holidays included upon vessel arrival at discharge port, whether
in port or not, whether in berth or not, whether customs cleared or not,
provided vessel is in all respects ready to discharge. But laytime to commence
twelve (12) hoursafter the mother vessel arrive at Zhangjiagang Port
anchorage and after Notice of Readiness is tendered unless sooner commenced
then actual time used shall count as laytime.
8.3
12
8.4 The discharging rate is 12000TONS PWWD SHINC
8.4 12000
8.5 Demurrage/Despatch rate to be USD 6000/day and USD3000/day.Pro-rata to
be made for difference less than one day.
Demurrage or Despatch money shall be settled directly between the Seller and
the Buyer within 15 days from the date of completion of discharging of the
coal and receipt of Buyers laytime calculations with NOR, time sheets & SOF
which must be signed by master, shipper, receiver or their representatives and
agent and which calculations to be mutually agreed by Buyer & Seller.
8.5 15
8.6 Discharging stoppages due to vessels requirement, including any time used
moving from anchorage to berth or obtaining free pratique on arrival at the
berth, or which result from any matters set out in Clause 12 shall not be
counted as laytime.
8.6
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12)
9. Quality Determination:
9.
9.1 All sampling and analysis necessary pursuant to the term of this Agreement
shall be made in accordance with the International Standards Organization
(ISO) procedures, except that HGI shall be determined according to the
American Society for Testing and Materials (ASTM) test method.
9.1 ISOHGIASTM
9.2 The quality of shipment shall be determined at the Loading Port as cross
checked by the Independent Surveyor INSPECTORATE . Seller shall pay the
cost of sampling and analysis.
9.2 INSPECTORATE
9.3 The independent surveyorat discharge port shall issue a Certificate of
Sampling and Analysis,shall be final to form basis of Sellers
commercialinvoice,which will be binding for both parties.
9.3
9.4 Quality Discrepancy:
9.4
In the event that either party wishes to challenge the result of any analysis made at
the loading port or the discharging port. It shall do so within 30 (Thirty) days from
shipment being loaded at loading port or the discharging port. In such event, the
umpire sample taken at the loading port shall be sent to an independent laboratory
agreed by both parties. The costs and expenses of such further analysis shall be
borne by the party requesting such analysis, If any of the parameters in the umpire
analysis differs from the analysis report at the loading port or the discharging port
by more than the tolerance levels, the cost shall be borne by another party
30
( 6
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9.5 In the event that the results of the umpire analysis are within the tolerance
levels for reproducibility from the analysis report at the independent laboratory,
no invoice adjustment shall be made. However, if the results are outside the
allowed tolerance levels, invoice adjustment shall be made accordingly based
on the umpire analysis results.
9.5 ,
,
9.6 The Buyer/Seller shall have the right to appoint a representative to attend and
observe the weight and quality determination at the loading/discharging port at
any time and at its own expenses.
9.6 //
9.7 Seller guarantee if there is unloading difficulties because of the size and
caused losses for buyer , the cost shall be borne by the Seller
9.7
10. Weight Determination:
10.
The Seller shall at his own cost, determine the weight of the shipment at the
loading port by means of draft survey which shall be conducted according to
ISO standard by an independent surveyor(INSPECTORATE ) at the loading
port, who shall issue the Certificate of Weight and the Draft Survey Report.
The weight so determined at the loading port shall be as the B/Ls quantity for
reference by both parties.
INSPECTORATE
The Buyer shall at his own cost, determine the weight of the shipment at the
discharging port by means of draft survey which shall be conducted by CIQ or
CCIC at the discharging port, who shall issue the Certificate of Weight and the
Draft Survey Report. The weight so determined at the Discharging port shall
be final and binding upon the parties hereto and to form basis of Sellers
commercial invoice.
CMT-2013-001-
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CIQ CCIC
,,
11. Payment:
11.
**In accordance with the total contract amount and quantity, the Buyer shall
open 100% (percent) irrevocable and non-transferable Letter of Credit at sight
term issued by a first class bank to Sellers Bank. All charges outside of
opening bank are for Sellers account.A tolerance of plus or minus 10% on
quantity and L/C amount is allowed. Partial shipment not allowed. The L/C
shall be in United States Dollars currency.
100%
10%
,
11.1.In accordance with the total contract amount and quantity, the Buyer shall open
100% (percent) irrevocable and non-transferable Letter of Credit at sight term
issued by a first class bank to Sellers Bank. All charges outside of opening
bank are for Sellers account.A tolerance of plus or minus 10% on quantity and
L/C amount is allowed. Partial shipment not allowed.
100%
10%
**11.2. 95% (percent) payment shall be payable at sight by opening bank against the
following documents presented by Sellers bank.
11.2. 90%,
11.3. The Seller shall present documents to the negotiating bank as per documents
requirement enlisted here below:
Beneficiarys signed commercial invoice in 3original and 3copies
Full set (3/3) of original clean on board ocean Bills of Lading
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Certificate of Sampling and Analysis in 3 original and 3 copies issued by
independent surveyor(INSPECTORATE ) at the loading port
Certificate of Weight and Draught Survey Report in 3 original and 3 copies
issued by independent surveyor(INSPECTORATE ) at the loading port
Certificate of Origin
Charter Party Bill of Lading is allowed.
11.3. :
()
INSPECTORATE
INSPECTORATE
11.4. The balance 5% (final invoice amount minus provisional payment) will payable
to the seller by the buyer base on the final invoice from seller; this final
invoice will be based on the Certificate of Quality and Weight issued by SGS
in discharging port. These copies of the certificates shall be delivered to seller
within 30 days after discharging activity at the discharging port is completed.
Failed to do so, will be resulting to the settlement of final payment based on
the loading port analysis report.
11.4.
10%
CCIC / CIQ
30
11.5. For the balance5% payment, the seller shall present documents to the
negotiating bank as per documents requirement enlisted here below:
Inspection Certificate of Quality in one copy by CCIC/CIQ at
discharging port.
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Inspection Certificate of Weight in one copy issued by CCIC/CIQ at
discharging port.
Sellers final invoice in triplicate for balance value based on SGS
Inspection Certificate of Weight and Inspection Certificate of Quality
established at discharging port.
11.5. 10%:
CCIC / CIQ
CCIC / CIQ
11.6. Within 5 working days after issuance of the Bill of Lading, the Seller shall
forward to the office of Buyer by facsimile or email the following documents:
One copy of the Bill of Lading
One copy of 100% Commercial Invoice
One copy of the Certificate of Quality issued by independent
surveyor(INSPECTORATE) at the loading port
One copy of the Certificate of Weight and the Draft Survey Report issued
by independent surveyor(INSPECTORATE ) at the loading port
One copy of the Certificate of Origin
Should Buyer ask for release the cargo without production of Bill of Lading at
discharging port, Buyer will provide Letter of Indemnity and confirm acceptance
of documents without reserve.
11.6. 5/:
-
-
-
-
-
,
.
12PERFORMANCE BOND
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2 , 2
5 ,
100%
5 ,
.
13. Force Majeure:
13.
13.1 The Seller shall not be liable to the Buyer nor shall the Buyer be liable to the
Seller for any delay or failure in the performance of obligations under this
Contract if such delay of failure is due to or results from or is consequential
upon Force Majeure.
The term Force Majeure shall include but not limited to natural calamities,
acts of public enemies, insurrections, strikes, lockouts, labor or union
organized reduction of production, fires, wars, explosions, floods, interruption
of transportation or essential supplies and services, embargoes, orders or acts
of courts, government or governmental authorities and any other cause event
or circumstance not within the control of the party claiming suspension which,
by the exercise of due diligence, such party is unable to prevent or overcome.
13.1 ,
,,,,,
,,,,,,
,,
13.2 The party whose performance of any obligation is affected by reason of any of
the causes referred to in Clause 12.1 shall promptly give notice thereof by fax
to the other party followed, as soon as practicable by a notice in writing setting
forth the particulars of the relevant event and, if possible, supporting evidence
issued by the competent governmental authorities within 14 days. The party
so affected shall take reasonable steps to resume with the least possible delay
in compliance with its obligations under this Contract but shall not be required
to settle any strike, lockout or other labor difficulty on terms not acceptable to
CMT-2013-001-
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it.
13.2 12.1
14
,
,
13.3 Force Majeure shall not relieve either party from making payments due to the
other party.
13.3
14. Law & Jurisdiction / Arbitration:
14.
14.1 The construction, validity and performance of this Contract shall be governed
by China law.
14.1
14.2 In the event of any question or dispute arising under or out of or relating to the
construction, meanings and operations or effect of this contract or breach
thereof, the matter in dispute shall be negotiated and discussed mutually with
highest sincerity through the normal business procedure and in the event
where the question or dispute cannot be properly solved, it shall be referred to
arbitration.
14.2
14.3 When arbitration is called for, it will be referred to and finally resolved in
Beijing in accordance with the arbitration rules of the Beijing International
Arbitration Centre for the time being in force (which rules are deemed
incorporated by reference in this clause) before three arbitrators, one to be
nominated by Seller and the other by Buyer with each party to nominate its
arbitrator within fourteen (14) days of receipt of a Notice of arbitration issued
by the other party, and the two arbitrators so appointed shall appoint a third
arbitrator. In the event that one party should fail to nominate its arbitrator
within the time limited, the arbitration tribunal shall consist of the arbitrator
nominated by the other party and the arbitration shall proceed on the basis of
CMT-2013-001-
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the sole arbitrator as nominated.
14.3
3 1 1
14
14.4 The language of the arbitration shall be Chinese.
14.4
15. Insurance
15. Buyer shall at their own expense arrange for all risks marine insurance to
cover the shipment shipped by Seller.
16 Title, Risk and Liability
16. 16.1 Title with respect to this shipment shall pass on to Buyer once the Seller has
received 95% payment for the amount of Coal lifted in accordance with the
terms and conditions of this Contract.
16.1 90%
16.2 Risk with respect to shipment shall pass on to Buyer when the material passes
the vessel's rail at the discharging port.
16.2
16.3 Except as expressly provided in this Contract, Either Seller or Buyer shall be
liable for consequential, indirect or special damages of any kind arising out of
or in any way connected with the performance of, the failure to perform, or
any delays in performing its contract.
16.3
17. Duties, etc
17.
All taxes, duties, levies, dues etc., of the shipment loaded to the vessel, if any,
at the loading port shall be to Seller's account and all taxes duties, levies, dues
etc., of the shipment at the discharging port shall be to Buyer's account.
CMT-2013-001-
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Port charges, quay dues and similar dues on vessel are for Sellers account.
18. Default
18.
In the event failure by the Seller or Buyer to comply with any of the obligation
assumed under this contract, shall entitle the other party, without prejudice to
any other or recourses available to it, to consider such failure as breach of this
contract and to terminate the same, or to unilaterally suspend its performance
until such failure is corrected, and in both cases, may claim direct damages for
the breach of this contract.
,,
,,,,
19. Others:
19.
This Contract is confidential and shall not be exposed to any third party
without the prior written consent of the other party.
Any changes to this contract shall be discussed and agreed by both parties in
written addendum; the addendum is to form an integral part and with the same
legal force with this contract. In the event of any discrepancy, the addendum
will be taken as final and binding.
This contract is in English and Chinese language, each party shall hold one.
The languages in question shall have the same effect. In the event of any
discrepancy between the two versions, the Chinese language version shall
prevail.
20. Notice
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20.1 Seller Contact
Name
Tel. Fax:
E-mail:
20.2 Buyer Contact
Name
Tel.
Fax:
E-mail:
20.3 Electronic countersigned:
Any scanned copy document has the same legal force and shall be treated the
same as original document.
20.3
21. Bank Information:
21.
Seller bank information
Bank Name
Bank Address
Bank SWIFT
Account Name
Account No
Buyer bank information
Bank Name
Bank SWIFT
Account No
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22IN WITNESS HEREOF, this Contract is concluded and executed on
this (month), (date),2013.
22 2013 ___ ___
The Seller: The Buyer:
For and on behalf of For and on behalf of
______________________________ ______________________________