DDU镍进口采购标准合同文本.doc

《DDU镍进口采购标准合同文本.doc》由会员分享，可在线阅读，更多相关《DDU镍进口采购标准合同文本.doc（10页珍藏版）》请在淘文阁 - 分享文档赚钱的网站上搜索。

1、NICKEL SALES AGREEMENTDate: 【 】Contract number: 【 】This Agreement is entered into between Seller and Buyer whereby Seller sells and Buyer purchases the Material on the following terms and conditions: Seller Sellers notice address and contact information Buyer Buyers notice address and contact inform

2、ation Material BHP Billiton Briquettes, LME-registered and conforming to the ASTM B39-79 specifications, Rejectable if Nickel content below x%Packaging Non-returnable 2 MT bags Quantity Approximately 500 metric tons (“MT”). The seller will be allowed to do multiple deliveries. Deemed Delivery Month

3、April 2009 Tolerance +/- 5%, at Sellers option. Port of LoadingDelivery DDU XX, China (as per Incoterms 2000) Partial Shipment and TransshipmentAllowed.OriginPricing Provisional Price: The Provisional Price shall be based on March 17, 2009s London Metal Exchange (LME) Cash Settlement price for Nicke

4、l plus the Premium. Final Price / Quotation Period: The Final Price shall be based on the average London Metal Exchange (LME) Cash Settlement price for Nickel for the Quotation Period plus the Premium. Quotation Period April 6 - 30, 2009 inclusive Premium US$ 60/MT Price AdjustmentIn respect of each

5、 shipment which does not meet the specifications set forth above the price shall be adjusted in accordance with Nickel content as determined pursuant to the provisions of clause 8 of General Conditions of Sale as follows. BONUS谈判中争取将此条去掉。: The price shall be increased by USD xx PMT for each 1% Nicke

6、l above xx%, fraction prorata. PETALTY: The price shall be decreased by USDxx PMT If the Nickel content is below xx% but above xx%, fraction prorata. However, if Nickel content is below xx%, the above price adjustment terms shall not apply and Buyer has the right to reject the cargo.Payment Buyer sh

7、ould open an irrevocable fully workable Letter of Credit issued by a bank acceptable to Seller covering one hundred and twenty percent (120%) of the provisional invoice value payable at sight / X days after sight in favour of Seller within 2 (Two) working days after signing of this contract. The Let

8、ter of Credit shall have a +/- ten percent (10%) allowance for Quantity and Value. Seller has the right to draw maximum amount of the Letter of Credit in the presentation. Payment for the total Provisional Price shall be made to Seller under L/C upon presentation of the following documents:1) Origin

9、al Sellers provisional invoice in duplicate.2) Original Packing List in duplicate issued by seller.3) Certificate of quality in 2 copies issued by the producer. 4) Original Certificate of Origin in duplicate issued by seller.5) 1 original + 1 copy of Marine insurance policy/certificate covering all

10、risk and additional warfrom loading port to Discharge port for110% of invoice value.6) 7) If the Final Invoice Value exceeds the Letter of Credit Value, the Buyer must amend the Letter of Credit at the value which equates to one hundred percent (100%) of the Final Invoice Value, within seven (7) wor

11、king days after the date of receipt of such request from Seller. If the Provisional Invoice Value is greater than the Final Invoice Value, then the Seller shall pay by telegraphic transfer, an amount equal to the difference between the Final Invoice Value and Provisional Invoice Value to the Buyer,

12、within seven (7) working days of the date of receipt by the Buyer of the final commercial invoice. Seller will be allowed to issue multiple Provisional and Final Invoices in the event of partial delivery. All amounts under this agreement shall be payable in US Dollar. Other Conditions The GENERAL CO

13、NDITIONS OF SALE attached hereto are an integral part of this agreement. For and on behalf of : Signature:_ Signature: _ Name: _Name: _ Title: _ Title: _ For and on behalf of : Signature: _ Signature: _ Name: _ Name: _ Title: _ Title: _GENERAL CONDITIONS OF SALE1. DEFINITIONS The following words hav

14、e the following meanings: Agreement the agreement to which these conditions apply and any appendices thereto; “Buyer” the buyer specified in the Agreement; Material the commodities specified in the Agreement; “Seller” the seller specified in the Agreement. 2. DELIVERY, TITLE AND RISK 2.1 The 2000 ed

15、ition of the International Chamber of Commerce official rules for the interpretation of trade terms (Incoterms) are incorporated into the Agreement by reference. 2.2 The Material shall be delivered as specified in the Agreement. 2.3 Transfer of risk from Seller to Buyer shall be in accordance with t

16、he relevant Incoterm. 3. BANK CHARGES 3.1 All bank charges for the opening of the L/C shall be for Buyers account, and all other bank charges shall be for Sellers account. 4. FORCE MAJEURE 4.1 Neither party to this contract shall be liable for any delay in performing or failure to perform its obliga

17、tions due to events of Force Majeure including but not limited to war, blockade, revolution, riot insurrection, civil commotion, strike, lockout, explosion, fire, flood, storm, tempest, earthquake, regulations or orders, including but not limited to prohibition of export or import and/or any other c

18、ause or causes beyond reasonable control of the Seller or the Buyer and/or Buyers receiver whether or not similar to the causes enumerated above. Failure to deliver or to accept delivery in whole or in part because of the occurrence of an event of Force Majeure shall not constitute a default hereund

19、er or subject either party to liability for any resulting loss or damage.Upon the occurrence of any event of Force Majeure, the party affected by the event of Force Majeure shall within 72 (seventy two) hours of occurrence notify the other party hereto in writing of such event and shall specify in r

20、easonable detail the facts constituting such event of Force Majeure. Where such notice is not given within the time required, Force Majeure shall not justify the non-fulfillment of any obligations under this contract.Both parties agree to use their respective reasonable efforts to cure any event of

21、Force Majeure to the extent that it is reasonably possible to do so.4.2 In the event of Force Majeure preventing the Seller from shipping or delivering the material, or preventing the Buyer from accepting such material, respectively, deliveries shall be suspended for the duration of such Force Majeu

22、re event but if such Force Majeure shall last more than 90 (ninety) calendar days, the tonnage involved may be cancelled with immediate effect by the party not having declared Force Majeure by written notice to the other party.5. DEFAULT REMEDIES 5.1 Delay for opening of L/C谈判过程中争取去掉此条。In the event

23、Buyer due to reasons within its responsibility fails to open the Letter of Credit on time as stipulated in this Contract, unless the parties agreed on a grace period, Buyer shall pay a penalty to Seller which shall be charged at the rate of 0.3% of the amount of the Letter of Credit for every 7 days

24、 of delay in opening the Letter of Credit. However, the penalty shall not exceed 4% of the total value of the Letter of Credit which Buyer should have opened.5.2 Delay for deliveryIn the event Seller due to reasons within its responsibility fails to make delivery of all or any part of the goods incl

25、uding the documentation agreed upon on time as stipulated in this Contract, unless the parties agreed on a grace period, Buyer is entitled to claim liquidated damages equal to 【0.3%】of the amount of the delayed goods for every 7 days of delay in delivering the goods, however, the liquidated damages

26、for delay shall not exceed【4%】of the total value of goods involved in the late delivery.Either party can claim more damages if the losses he has sustained is larger than the liquidated damages agreed above. 6. CLAIMS 6.1 Buyer shall file any claim relating to weight, specifications and/or condition

27、of the Material by notice to Seller within 45 days after receipt of the Material. 6.2 Buyer shall give Seller by notice full particulars of such claim after the above-mentioned notification. 7. Weighting and Assays7.1 WEIGHING Weight to be determined by the inspection of Buyer, if the difference bet

28、ween the Producers Certificate of Weight and Buyers inspection is below or equal to 0.3%.If the result between the Producers Certificate of Weight and Buyers inspection is over 0.3 %, either party have the right to request S.G.S., China to take samples. The results of the analysis thus presented wil

29、l be final. The costs of the SGS assay shall be borne by the Party whose assay results varied most from the SGS assay unless the umpires assay is the exact mean of the Parties assays, in which case the costs of the SGS assay shall be borne equally between the Parties.7.2 SAMPLING AND ANALYSIS Qualit

30、y to be determined by the inspection of Buyer to which the Seller is entitled to be present, If the difference between the Producers Certificate of Quality and Buyers inspection is below or equal to 0.3%.If the result between the Producers Certificate of Quality and Buyers inspection is over 0.3 %,

31、either party have the right to request S.G.S., China to take samples. The results of the analysis thus presented will be final. The costs of the SGS assay shall be borne by the Party whose assay results varied most from the SGS assay unless the umpires assay is the exact mean of the Parties assays,

32、in which case the costs of the SGS assay shall be borne equally between the Parties.8. AMENDMENTS - WAIVERS Any amendment to or consensual termination of the Agreement or waiver of any term or breach of the Agreement shall be made in writing and signed by duly authorized representatives of the parti

33、es. No waiver shall constitute a waiver of any other term or breach. 9. WHOLE AGREEMENT - EXCLUSION OF BUYERS TERMS AND CONDITIONS 9.1 The Agreement constitutes the whole agreement between the parties as to its subject matter and no agreements, representations or warranties other than those set out

34、herein are binding on the parties. 9.2 In the event of any conflict between these conditions and the provisions of the Agreement, the latter shall prevail. 9.3 If any provision of the Agreement shall be found to be void, illegal or unenforceable, the remaining provisions shall continue in full force

35、 and effect. 10. NOTICES Any notice under the Agreement shall be in writing and be sent by registered mail, courier, fax and Email to the address/fax number /email mentioned in the Agreement. Such notice shall be effective (a) if sent by registered mail or courier, upon delivery, evidenced by a deli

36、very record and (b) if sent by fax, upon transmission, evidenced by a transmission record and (c) if sent by Email, instantly. 11. GOVERNING LAW AND DISPUTE RESOLUTION【 】11.1 Governing LawThis contract, including the arbitration clause, shall be governed by, interpreted and construed in accordance w

37、ith the laws of the P.R.China. 11.2 ArbitrationAny dispute, controversy or claim arising out of or in relation to this contract including the validity, invalidity, breach or termination thereof, shall be finally submitted for arbitration to China International Economic and Trade Arbitration Commissi

38、on. The arbitration procedure shall be conducted in accordance with the procedural rules of the above mentioned arbitration institute. The place of arbitration shall be in Beijing. The arbitration fee and other reasonable expenses incurred by the winning party in resolving the dispute, including but

39、 not limited to the attorneys fee, as well as the reasonable expenses incurred in mitigation of losses, shall be borne by the losing party.【 】11.1 Governing LawThis contract, including the arbitration clause, shall be governed by, interpreted and construed in accordance with Hongkong Laws. 11.2 Arbi

40、trationAny dispute, controversy or claim arising out of or in relation to this contract including the validity, invalidity, breach or termination thereof, shall be finally submitted for arbitration to Hongkong International Arbitration Centre. The arbitration procedure shall be conducted in accordan

41、ce with the procedural rules of the above mentioned arbitration institute. The place of arbitration shall be in Hongkong. The arbitration fee and other reasonable expenses incurred by the winning party in resolving the dispute, including but not limited to the attorneys fee, as well as the reasonabl

42、e expenses incurred in mitigation of losses, shall be borne by the losing party12 ConfidentialityThe contents of this contract are confidential. Each party and its employees, consultants and contractors shall hold in confidence any copies of this contract and all documents and other forms of communi

43、cations required to be provided under, or in connection with, this contract. Notwithstanding the foregoing, each party may disclose this contract to its professional advisors and to prospective lenders to such party, to succeeding entities and to prospective transferees or assignees who, in any such

44、 case, have agreed to be bound by these confidentiality provisions.13 . Termination13.1 Unless otherwise provided, this Contract may be modified and /or terminated in either of the following cases:13.1.1 Through mutual written agreement by both parties; or13.1.2 if the other party for reasons solely

45、 within its responsibility fails to perform its obligations within the time limit agreed upon in this Contract and fails to eliminate or remedy such breach within 【60】 days following the receipt of the written notice thereof from the non-breaching party. In such case the non-breaching party shall give a written notice to the other party to terminate this Contract.13.2 Termination does not affect any right of the terminating party including but not limited to right to claim compensation for damages resulting from termination.【ENDING】