SALE AND PURCHASE
USED RAIL R50 -- R65 BY
IRREVOCABLE LETTER OF CREDIT
合同- 销售和购买旧钢轨(R-50 -- R-65) 不可撤销的信用证
Contract Number 合同编号:
Acceptance Expiration Date:
The operative language of this contract is English. Chinese language
is provided for reference only. The drafter of
this contract is in no way responsible of the accuracy of any
language other than English. In the event of any
discrepancy, the English text is the word of law and shall constitute
the entirety of the meaning of the contract.
This Contract is made by and between the Buyer and the Seller, whereas
the Buyer agrees to buy and the
Seller agrees to sell the under-mentioned commodity as per the
following terms and conditions:
1. Name of Commodity 商品名
The seller here with sells and the Buyer herewith purchases steel
melting scrap - ISRI R50 - R65
in accordance with the specifications and quality described in this
contract (hereinafter called "Goods").
2. SPECIFICATIONS 规格
USED RAIL R50 - R65 旧钢轨世界标准尺寸:符合废料回收行业学会规则
(以下称之为本ISRI)规则中 R50至R65 范围内.
All goods sold by the seller will be totally free of any types of
radiation, bombs, arms and ammunition,
mines, shells, cartridges, sealed containers, gas cylinders, explosive
shells and/or explosive materials in
any form, used or otherwise, as per the specification below:
ISRI Code: 50-65 -- The scrap consists of R50-R65 of Rails as R50
(51.67 kg/m GOST - 7173-75),
R65 (64.72 kg/m GOST 8165-75) and Length: Fr, according to INCOTERMS 2000.
ISRI 代码: 50-65 - 废钢轨R50-R65， 以R50 (51.67 kg/m GOST - 7173-75),
R65 (64.72 kg/m GOST 8165-75)为依照，长度: Fr, 依照INCOTERMS 2000 标准。
3. QUANTITY OF GOODS: 货物的数量
3.1 The unit of measurement in this contract is metric tons of weight
(MTW). Months are
calendar months according to the Gregorian calendar.
3.2 The quantity of each shipment is in MTW (+/- 5%) as per the
Delivery Schedule in Paragraph 5 below.
每船装运重量 MTW (+/- 5%)，按照下文第5段的交货计划。
3.3 The total quantity of xxxxx MTW to be delivered is shown in
the Delivery Schedule
Section 5 (+/- 5%).xxxxx MTW
需交付总数量为 : xx0,000 MTW(+/-5%), 按照下文第5段的交货计划。
3.4 The goods will be delivered over 45+ XX days in accordance with
Delivery Schedule in Section 5 below.
货物将依照交货计划第5段，被交付在45 + XX天之内。
3.5 The quantity of goods will be confirmed on a certificate issued by
the independent international
survey company "SGS (Societe General de Surveillance)", CIQ or CCIC
at seller's expense.
Other quantity inspections at the port of unloading shall be at the
货物的重量由中立国际调查公司 "SGS" (Society General de Surveillance)或CCIC签发
3.6 Weight for invoicing purposes shall be established by the actual
net weight. A weight franchise of five percent shall be allowed
against Bill of Lading weight. In case short/over weight exceeds +/-
5% the Seller/Buyer shall compensate Buyer/Seller for the amount
excluding the franchise on the basis of contracted price.
3.7 If rail is to be cut, specifications will be given here.
如果钢轨需要被切开,( 6-12米长或切为1.0米或<1.5米长) 条件将在此详细说明。
4. Quality of Goods 货物的质量
4.1 The Used Rail shall conform to ISRI codes and Specifications as
previously stated in Paragraph 2 of this contract.
废路轨钢应符合 ISRI codes R50-R65和合同第2段中的规格要求。
4.2 The quality of the goods will be confirmed by a certificate issued
by the independent international survey
company "SGS (Societe General de Surveillance)" which shall be binding
on both parties in all respects, including
but not limited to the replacement of faulty goods paid for by the
seller. Other quality inspections at the port of
unloading shall be at the buyer's expense. A CCIC inspection may be
used instead of an SGS inspection at
the mutual consent of both parties.
货物的质量由中立国际调查公司 "SGS" 签发的证书确定,在所有方面对双方都具有约束力,
在双方相互同意的前提下，CCIC 检查也许会代替SGS 检查。
5. Delivery Schedule 交货计划
5.1 The shipments of Used Rail in MTW +/- 5% (five percent) as per
ISRI specification in Paragraph 2 of this contract
will be made from the central European port or designated by the
seller upon receipt of an acceptable SWIFT, as follows:
旧钢轨的发货在MTW +/- 5% (偏差百分之五) 符合本合同的第2段中的 ISRI 规格，
a). The quantity of ship deliveries shall be as follows: XXXXXXXXXXMT(+/-5%)
Ship to: Buyers ship-to company
Material: xxxxx MTW Used Rail
材料: xx0,000 MTW 旧钢轨
b). xxxxx MTW per month of ISRI R50 - R65 from port of origin
commencing no later than XXX (date)XXX subject to the
confirmation of the LC
with an estimated arrival date of XXX(date)XXX
at the port of XXXX
and ending on XXX(date)XXX.
xx0,000 MTW 每月ISRIR50-R65从原产地口岸开始不晚于XXX (date)XXX 跟据LC 的确认
以一个估计的到货日期XXX(date)XXX 在口岸XXXX 和结束在XXX(date)XXX 。
c). The first set of monthly quantity of Used Rail will arrive no
later than 45+XX days from date of
receipt by the buyer's bank of the operative Letter of Credit by the
第一批旧钢轨由卖主银行根据有效信用证的确认日期起,不迟于45 + XX 天内发货。
5.2 Loading Terms: The seller shall advise the Buyer not less that 20
(twenty) days before the planned delivery of each consignment so that
the Buyer may take delivery. The Seller shall immediately notify the
Buyer of any change to the delivery date that has been previously
notified. The Seller's notification shall contain the following:
a). Goods type, description,
quantity and size
b). Date when the vessel should be made available for unloading.
c). Port from which delivery should be made for unloading.
d). Vessel master is to advise Seller's agent at loading with the
following details: vessel's name, flag, age, size,
date of arrival, capacity, number of hatches, number of cargo holds,
quantity loaded by hold and particulars
of vessel readiness to effect cargo through all or part of the hatches.
e). Vessel master shall give 72/36/24 hours final notice of vessel's
ETA at port of unloading to Seller's agent at port of unloading. Such
notices given during office hours, WIBON, WIPPON, WCCON, Lay time to
commence from 1:00PM. If vessel's notice of readiness to unload is
given before noon, and before from
8:00am next working day. If notice is given after noon, the rate of
unloading is 2,500 MTW for 24hrs unless
it is not possible at the discharge port. Time from 17:00hrs on
Saturday to 06:00 hrs Monday or from 12:00
hours on Thursday to 06:00 hrs on the day succeeding such holidays
are excluded, even if used. Should the
vessel be unloaded at less than average rate, the Buyer shall pay
demurrage according to OP conditions, pro-rata for any part of the
day. Demurrage or dispatch at the port of unloading is to be settled
by the Buyer within 5 banking days from receipt of vessel's master
commercial invoice. Should the vessel be required to shift from one
berth to another at port of unloading, time used in shifting shall not
count as lay time; however, the cost of shifting shall be to the
5.3 Insurance of Goods for voyage is the Seller's responsibility as
the shipment is done under CIF terms.
5.4 The Seller shall not be liable under Payment provisions if the
Buyer: delays the vessel at unloading port,
fails to take delivery, or the Seller is otherwise excused of a
default by the Buyer or Force Majeure.
6. DELIVERY TERMS AND PARTIES' OBLIGATIONS 交货期限和各方义务
6.1 The Seller shall deliver the total quantity of goods within a xxxx
day period in accordance with the Delivery Schedule, Section 5.1.a.
卖主将依照段落 5.1.a 中的交货时间表的规定在XXXXXX 天之内交付这批货物的总数量。
6.2 The Seller shall start the delivery of the first consignment in
accordance with the Procedure and Terms, as listed below.
6.3 All provisions included in the Delivery Schedule will be observed
by both Buyer and Seller and the breaches
in the provisions will be subject to penalties as per provisions
under clauses related to Force Majeure and
Seller's Liabilities as listed below.
6.4 The Parties may agree upon the extension of the delivery period.
In this event, the Party responsible for the
delays (Seller in Delivery or Buyer in unloading) will have to bear
the costs for the extension of the validity of the
Letter of Credit as well as the costs of storage in the Port of Loading.
6.5 Should the Buyer delay the vessels for loading according to
provisions in the delivery schedule or as per clause 3 under Payment
Terms and Conditions, the Seller is entitled to store the good in the
port warehouse and get a Warehouse Receipt (WR) to use as a unique and
stand-alone cashing document instead all others. In this case, the WR
will be the sole document required for payment.
7. PRICE AND TOTAL AMOUNT OF THE CONTRACT
7.1 The Buyer shall pay the Seller in United States Dollars (USD).
7.2 The price of Steel Melting Scrap is as follows: ISRI 50-65 is $xxx
per MTW prior to unloading at xxxx MTW.
废路轨钢ISRI R50-R65的价格是 CIF 术语运送船只卸货之前$xxx 美元每公吨.
7.3 The monthly value of deliveries is $xxxx (xxxx) +/- 5% (Five
Percent) American Dollars.
每月交付的价格是$xx,000,000美元(xx百万) +/- 5% (百分之五)
7.4 The total amount of the contract is about $xxxx (xxxx) +/- 5%
(Five Percent) American Dollars.
合同总价约为$xx,000,000美元 (xx百万) +/- 5% (百分之五)
7.5 The price of goods includes all costs incurred by Seller up to and
including delivery basis CIF at the
destination port except where the contract specifically provides for
a cost to be borne by the Buyer, port
demurrage charges, tariffs, and export/import fees. The unit price is
fixed and firm for any quantity not
exceeding the maximum permitted under the contract either delivered or
stored (if vessels are delayed by
the Buyer's failure to unload in a timely manner) on or before expiry
of the period stated in sub-clause 6.1,
or such extended period as expressly provided in this contract or
agreed by mutual written understanding.
除外,还包括港口滞期费、关税, 和出口/进口 费用。单价对于不超过合同规定的最大重
7.6 The price includes up to 30 days storage and insurance of any
consignment in the port of loading.
Unit Price: USD xx.00 Net (United states Dollars XXXXX
Hundred Only) per MT.
Incoterms: CIF, MAIN PORT, CHINA.
L/C value: USD xxx.00 +/-5% (United States Dollars xxxx
8. ORIGIN: Central Europe. Specific Port will be designated by Seller.
Discharge Port will
be named by Buyer.
原产国: 中欧 或卖方指定的其它国家。
9. DELIVERY AND ACCEPTANCE OF GOODS 货物的交付和验收:
9.1 Scrap shall be inspected by CCIC (China Commodity Inspection
Corporation) or SGS at the
loading port under the supervision of the Buyer's representatives. The
buyer shall have the right to send
his delegate(s) at his expense to attend the loading process. The
Certificates shall be issued by SGS or CCIC.
The certificate of Inspection of Radioactivity shall be issued by SGS
or CCIC. The Seller shall pay for the CCIC inspection fees at the
loading port. Cost caused by any other inspection at the loading or
discharging port shall be born by the Buyer.
废钢的检查将在装货港口在买家代表的监督下由CCIC (中国Commodity Inspection
(中国Commodity Inspection Corporation)发行。卖主将支付CCIC
9.2 SGS or CCIC shall inspect the Commodity for Quantity and Quality
and Radioactivity at place of loading at the Seller's account. Both
the Certificate of Quality and the Certificate of Quantity (Weight)
and the Certificate of Inspection of Radioactivity shall be basis of
Seller's invoice and shall be part of the documents for payment.
CCIC 将在卖主的帐户，在装载港口检查货物的数量和质量和放射线。质量证明，数量(重量) 证明，放射线的检查证明将是卖主的发票的依据, 将成为付款文件的一部分。
9.3 Under the condition of delivery CIF, the Seller and Buyer is
obligated to pay charges, however, risk of loss or damage of the goods
and any additional charges arising after the transfer of the goods
over the hand-rail of a vessel in the port of loading shall pass from
Seller to the Buyer only if the buyer is providing supplemental
9.4 Title for the goods will pass from Seller to the Buyer upon
clearance of funds into the Seller's account by means of Clean on
Board Blank Endorsed Ocean Bill of Lading marked "Negotiable" and risk
is subject to clause
9.5 The quality and quantity of goods stated in the Bill of Lading,
and/or WR (where permitted), shall be conclusive evidence of the
quality of the quantity of goods delivered.
9.6 No claim(s) against quality or quantity received 15 (fifteen) days
following receipt of CCIC or SGS quality or quantity report as
appropriate will be taken into consideration or actionable.
10. PAYMENT TERMS AND CONDITIONS 付款期限和条件
10.1 Payment for each consignment in favor of the Seller in the amount
of $ xxxxx American Dollars shall be effected 100% at sight after
receipt by the advising bank of all documents required in clause 11
每批货物的货款,$ xx,000,000 USD美元,应在收到通知行提交的第11条规定的全部文件后,立即100%地向卖方支付
10.2 Type of Bank instrument as payment guarantee:
10.3 an unconditional , irrevocable, ( non-transferable )
,transferable，confirmed, documentary Letter of Credit which shall be
issued by the buyer's bank defined as BUYER'S BANK directly to the
Seller's Bank shown in Appendix 1. BUYER'S BANK shall issue in favor
of the Seller 1 (one) Letter of Credit, in accordance with the terms
provided in Appendix numbers 1 hereto. The operative Letter of Credit
will be issued on or before (… date … three banking days after
effective date of this contract), otherwise a breech thereof will be
declared and subject to demand under clause 10.5.
作为支付保证的银行文件类型: 按照附件2中条款的规定,一份无条件,不可撤消,可分割,(不可转移),可转移, 保兑,
跟单信用证由买方银行向卖方银行签发,并以卖方为受益人的1 (一个) 信用证, 依照被提供在附录1中的条款。有效的信用证将被发布在 (...
日期...合同签署后在３银行工作日内) 或在此之前, 否则未违约方将通知违约方对此项规定的违反,并按照10.5.款的规定进行处理。
10.3 The Letter of Credit shall be issued in the amount of $ xxxxx USD
American Dollars with a validity of 45 + XX days in case of delays.
签发的信用证条款是: 重量 XXXXXXXXXXX公吨,价款$xx,000,000 USD 美元，有效期45 + XX 天。
10.4 Verbatim MT-700 SWIFT text is provided in Appendix 1 hereto.
This text, except where indicated in red, must be adhered to exactly.
Any variance in this text must be approved in writing by the seller
before the LC is opened. Any failure to replicate this text in the
paying LC will result in a breech of contract by the buyer and will
incur all penalties therewith associated. This text is to be the
entire MT-700 SWIFT text of the paying LC. No additional text is
permitted without seller's written consent.
关于MT-700 SWIFT TEXT快速文本详细的说明被提供在附录1里.这文本, 除了表明在红色的地方, 必须被准确地遵守.在LC
MT-700 快速文本将是支付LC 的整个文本.其它的文本在没有卖主的同意书后将不被允许.
10.5 In the event that the Buyer fails to issue the Letter of Credit
in compliance with clause 10.1 and clause 10.4, then payment for the
full contract value shall be made 100% at sight of demand upon the
buyer without protest as a contract breech.
在买方没有按照10.1款 的规定签发信用证时, 不需宣布此行为构成违约,
10.6 The Seller will send documents for each consignment to the Buyer
by courier originating from the Seller's offices within 21 (twenty
one) banking days from the Bill of Lading Date.
10.7 For the proper performance of the contract and counter guarantee
of the Buyer's valid Letter of Credit, Seller shall issue a Corporate
Performance Bond Guarantee in the amount of USD $ xxxxx American
Dollars valid until receipt and activation of the LC. Upon receipt
and activation of the LC, the Seller will issue an operative Stand-by
Letter of Credit (SBLC) naming the buyer as the beneficiary in the
amount of the performance bond.
10.8 Should the Buyer delay the vessel for loading of the Goods per
delivery schedule or submitted notification date or within 7 (seven)
calendar days following the scheduled date, the Seller is entitled to
store the goods in the port at the Buyer's expense and risk and
receive a Warehouse Receipt (WR) that can be used as the only document
required for payment.
10.9 All bank charges related to the issuance of the Letter of Credit
are for the Buyer's account and all those related to the issuance of
the Performance Bond are on the Seller's Account. Bank charges related
to the negotiation of either document are for the respective
10.10 Any extension of the validity of either document will be borne
by the side in fault from their extension. 对任何文件有效期的延长由有过错方在延长的范围内负责。
10.11 Spelling and typographical errors and differences of such nature
between Bank issued and Beneficiary issued documents shall not be
deemed discrepancies provided that the intent of the writer is clear
from the context and in such case only UCP500 regulations shall apply
at any time.
11. DOCUMENTS REQUIRED FOR PAYMENT 提供议付的必需文件(with AQSIQ NO.)
A) Signed Commercial Invoice indicating the Contract number, name of
the carrying vessel and the L/C number: 3 originals and 3 copies.
一式3份正本发票,注明合同号,载货船和L/C 编号: 3 件原件和3 份拷贝。
B) Full set (3 originals and 3 copies) of Clean On-Board Bills of
Lading made out to order; blank endorsed,. And marked "Freight
Prepaid", indicating the name of the carrying vessel with the Buyer as
the "Notifying Party".
C) Quantity certificate issued by CCIC or SGS at the port of loading:
1 original and 3 copies.
在装货口岸由SGS/CCIC签发的数量证明: 1 份原件和3 份拷贝。
D) Quality certificate issued by CCIC or SGS at the port of loading:
1 original and 3 copies.
在装货口岸由SGS/CCIC发布的质量证明: 1 份原件和3 份拷贝。
E) Certificate of origin issued by the Chamber of Commerce in the
country of the loading : 1 original and 1 copy.
在出口国家工商业联合会签发的货物原产地证明证书: 1 份原件和3 份拷贝。
F) Radioactivity Inspection Certificate issued by CCIC or SGS at the
port of loading: 1 original and 3 copies.
在装货口岸由CCIC发布的放射线检查证明: 1 份原件和3 份拷贝。
11.1 Charter party Bills of Lading and Third party documents are allowed.
11.2 Upon completion of the loading, the Seller shall advise the Buyer
the contract number, name of the commodity, weight, and invoice value,
name of the carrying vessel, B/L number and date by fax or email
within seven days from B/L date.
提单签发后7天内所有文件包括合同编号、商品的名字, 重量, 和发票,
装箱单, 运载的船名, 提单号码,和日期应传真给买方
12. PROCEDURES 程序:
The Seller and the Buyer irrevocable undertake to adhere to the under
The buyer must provide all information within the contract that has
been left blank or marked in red.
Buyer must sign the contract and send to the Seller for signature. The
Seller will sign originals of the contract and will send back to the
buyer via email. then Seller first issues non-operative PB to Buyer
The Buyers will issue the operative Letter of Credit and notify the
seller of its issuance in his favor on or before
(.... date ..... Within three banking days of effective date of this
买家将发布有效的信用证并通知卖主，在(... 日期....合同签署后3银行日之内.) 或之前告知信用证的发行.
After confirmation of the Letter of Credit by Seller's Bank and
verification that the SWIFT matches the contract terms, which
activates the SBLC Performance Bond is issued in accordance with
卖方银行通过SWIFT 全世界银行间金融电信电文对信用证确认以后,根据段10.7 ,卖方出具的SBLC履约担保自动活化.
The First shipment will commence no later than 45 (forty-five) days
from date of receipt and verification of the operative Letter of
Credit by sellers Bank.
第一次装船发货将不迟于从由卖主开户有效信用证的确认日期的45 (四十五)+ xx 天之内开始。
Effect of payment for each consignment shall be effected within 3
(three) banking days after receipt by the Seller's Advising Bank of
all documents required for payment.
Upon clearance of funds, disbursement of funds received at the
advising bank of the Seller to pay commissions, shipping fees and yard
fees shall occur under Seller's mandate.
13. BANK INFORMATION 银行信息
HSBC TRADE BANK
Operations -- Southern California
El Monte, California 91731
United States of America
TELEX: 184904 WELLS UT
14. Force Majeure 不可抗力
14.1 Both sides in this contract will be exonerated from their
obligation in case of force majeure event.
14.2 Force Majeure is understood as per provisions under ICC500 and
means any event such as fire, explosions, hurricanes, floods,
earthquakes, tsunamis and similar natural disasters, catastrophes,
calamities, wars, epidemics, famines, military operations, terrorism,
riots, revolts, strikes, industrial unrest, government embargoes, or
other unforeseeable actions occurring after the conclusion of this
contract and outside the sides' reasonable control and which cannot be
avoided by the reasonable diligence that could delay or prevent the
performance of either side's obligations in this contract.
14.3 The party to this contract whose performance of this contract is
prevented by a Force Majeure event must notify the other party within
7 (seven) days of the effective date of occurrence, which notice is to
be confirmed by a certificate issued by the local chamber of commerce
and Industry, including particulars of the event and expected
duration. Failure to submit such a notification will prevent the
party's exoneration from contractual obligations under Force Majeure
event makes such notice impossible.
14.4 The performance of either party's obligations will be in such a
case postponed with the period of the existence of the Force Majeure
event plus a reasonable period to remobilizing production and
shipping. No penalty shall be payable for the duration of this delay.
14.5 Should the delay caused by a Force Majeure event last for more
than 1 (one) month the sides will attempt to agree measures to allow
contract to continue. Should such an agreement not be reached within
30 (thirty) days from the date of certified Force Majeure event, the
sides are entitled to terminate the contract.
14.6 The Force Majeure event does not exonerate the Buyer from paying
for the goods already delivered under documents in section 9 Bill of
15. Seller's liabilities 卖方义务
15.1 Goods shall be considered in "full quantity" if within tolerance
provided under sub-clause 3.1 and as per delivery schedule. "Date of
delivery" shall be the date on the Bill of Lading.
15.2 If Seller fails to deliver full quantity of any consignment, the
Seller has the right to make it complete with the next two
consignments in the case of multiple consignments.
15.3 Failure to deliver full quantity within extended period will
entail penalties at the rate of 0.2% (point two percent) pro rata
temporize of the value of the undelivered goods. The total value of
the penalties cannot exceed 3% (three percent) of the value of the
undelivered goods at which time full breech is declared automatically.
15.4 Should the Buyer decide, at any time during the monthly period of
delivery, to take only a partial delivery rather than wait for the
full quantity (if the quantity is not already available in port and
ready for loading) then the Seller will not be liable for liquidated
15.5 Any sums for which the Seller are liable as penalties for which
no provision are made in this contract are made in the Performance
Bond are made against invoice issued by the damaged side and by bank
transfer within maximum 10(ten) banking days as form the submitted
16. Buyer's liabilities 买方义务
16.1 Any sums which the Buyer are liable as penalties for which no
provisions are made in this contract are made against invoice issued
by Seller and by bank transfer within maximum 10(ten) banking days as
for the submitted invoice date.
16.2 "Scheduled date of Arrival" means date when the vessel should be
alongside quay and available to take delivery of the Goods as per both
Seller's and Buyer's mutual notifications and provisions in the
Delivery Schedule of this Contract.
16.3 Should the vessel not arrive within 15 (fifteen) calendar days as
from scheduled/notified date as a result of delays by the buyer, the
Buyer will pay the Seller penalties at the daily rate of 0.3% (point
three percent) pro rata temporize of the value of undelivered goods
but the total amount should not exceed 5% (five percent) of their
16.4 Should the vessel not arrive for loading within before-stated
period as a result of the buyer, and the goods be stored in the port
Warehouse the Buyer will be responsible for the payment to the port
authorities at the following rates per day over the permitted 30 days:
31-60 days USD 0.40/day/MTW
61-75 days USD 0.50/day/MTW
76-90 days USD 0.60/day/MTW
Over 90 days is not allowed to keep the goods and the port is entitled
to sell the goods to cover losses. These details are to be settled
between the Buyer and the Port Authorities.
16.5 The payments of the storage costs in port have no connection with
the payment penalties which are paid separately to the Seller.
16.6 To make payment in target dates for each consignment shall be
effected by within 3 (three) banking days after receipt by the
advising bank of all documents required for payment as stipulated in
16.7 After signing of the contract the Seller shall then, within 1
international banking day issue a non-operative Performance Bond to
the Buyer of two percent of one shipment. The Buyer undertakes and
guarantees that the Issuing Bank of the Letter of Credit, within 3
(three) banking days of contract signature. The Buyer will send to
the Seller written bank verification of issuance of Letter of Credit
in the favor of the Seller.
买卖双方最终合同签订后的第一个银行工作日, 卖方首先对货运开出不操作的2%PB履约担保给买方银行, 买方承担和保证在合同签订后的3 (三)
17. Law and arbitration 法律和仲裁
17.1 The contract is subject to United States Law, ICC rules are to be
observed under existing CIGS guidelines and UCC Law will supersede
over ICC if in conflict.
17.2 The Seller and Buyer will try to settle all disputes amicably.
Either party may serve notice on the other requiring any dispute to be
settled within 30 (thirty) days after such notice and, if not settled
to refer it to arbitration in accordance with this contract unless
breech of payment occurs by the buyer or posting of the Letter of
17.3 The arbitration will be heard by one or more arbitrators
appointed mutual agreement of the parties and in accordance with the
Rules and the Arbitration Act 1996. The seat of arbitration shall be
United States of America. The award shall be enforceable in any
country, and a Letter Rotator shall be deemed accepted without contest
17.4 Should payment not be received when scheduled under this contract
and the Seller declare breech of contract then Summary Judgment under
the Laws of the United States of America shall apply and be deemed
automatic for the full contract value and damages claimed therein
under UCC law with the authority therein to recover those costs in any
18. Contract termination 合同终止
18.1 Either party may terminate the contract should the other side
refuse performance of a substantive contractual obligation unless the
LC is not posted by the buyer yet excluding refusal cause by a Force
18.2 Notification of termination is to occur within 30 (thirty)
calendar days following non-performance of contractual obligations.
18.3 No termination is permitted should any of the sides excuse their
obligations within the stated 30 (thirty) days from the notification
19. Assignment 转让
19.1 Any of the sides is allowed to assign the contract or payment
instrument in order to secure the performance of its obligations.
19.2 Any assignee or legal successor to either party shall assume all
obligations and benefits of the contract.
19.3 Assignment is permitted under mandate issued by the Seller.
20. General provisions 总则
20.1 Amendments to the present contract shall be valid only if agreed
in writing and signed by duly authorized representatives of both
20.2 Correspondence in the course of the ordinary administration of
the contract such as but not limited to notification of anticipated
delivery dates might be sent by fax, any electronic means or certified
mail return receipt requested. Notices of suspension, termination or
to invoke arbitration shall be sent as an advance fax or email with an
original by courier service and shall be deemed delivered on the
evidenced date of the facsimile or email.
20.3 The language of the contract and the correspondence, notices,
invoices, certificates, Bills of Lading shall be English.
20.4 The contract comprises the present documents and Appendices.
20.5 This contract supersedes all prior negotiations, representations
and agreements and it is the sole agreement between the sides for the
sale and purchase of the goods.
20.6 The liability towards the other party is limited to penalties,
charges, damages and remedies expressly stated in this contract.
Neither side shall raise any claim on the other for losses of use,
profit or contracts, indirect and consequential loss arising under the
law of contract or tort including negligence and breech of duty.
20.7 The Buyer acknowledges that the Seller is an American Corporation
that has collateral business agreements with other countries in the
performance of this contract including, the quantity and quality of
the rate of delivery of goods, the shipment methods deployed in the
performance of the contract, the financial exchange of the terms
within the contract and subject to the laws of those countries at all
20.8 The Buyer acknowledges, that commissions are paid in support of
this contract and are paid by the seller unless the buyer breaches
this contract then the commissions shall be paid by the buyer based
upon the total contract value. Any commissions, fees, or other such
charges above this amount are the responsibility of the Buyer or
unless waived by the Buyer to allow the Seller to be the paymaster for
21. Effective date 生效日
21.1 This contract shall come into effect when the Buyer and Seller
have both initialed and signed the present document and its
22. Confidentiality 保密
22.1 Seller and Buyer shall treat information provided by the other
party on a strictly private and confidential basis. Seller and Buyer
shall take all necessary steps to prevent the other's confidential
information from being misused or disclosed or made public to any
third party except as needed to successfully complete the Contract or
to avoid conflicting claims (and except as may be required in
accordance with the applicable law).
22.2 Buyer shall not use the confidential information provided the
Seller in such a way as to:
1. Circumvent the Seller in the commercial dealings with any and all
suppliers under the contract; or,
2. Knowingly do anything to cause the Seller to lose any fees or
commissions that are due or may become due under the Seller agreement
with the suppliers under the Contract, if any; or,
3. Do anything to circumvent the Seller in such a way as to put
Seller at a commercial disadvantage with the suppliers under the
22.3 Seller shall not use the confidential information provided by
Buyer in such a way as to:
1. Circumvent Buyer in the commercial dealings with the Consignee to
be introduced by Buyer; or,
2. Knowingly do anything to cause Buyer to lose any fees or
commissions that are due or may become due under the present Contract
and additional appendices; or,
3. Do anything to circumvent Buyer in such a way as to put Buyer at a
commercial disadvantage with the consignee.
22.4 Seller and Buyer shall keep each other fully informed about the
progress of all current and future contract negotiations and about the
performance of the contract.
22.5 The obligation of confidentiality of the Seller's and Buyer's
shall remain in force for a period of 5 (five) years from the date
22.6 Any breach of these provisions will entail payment of damages to
the other party.
23. Non-Circumvention 不欺诈
23.1 The Parties shall not in any manner whatsoever solicit nor accept
business from sources or their affiliates that are made available by
the other party to this agreement, at any time, without the prior
written permission of the Party which made the source available.
23.2 The Parties shall maintain complete confidentiality regarding
each other's business sources or their identities and shall disclose
such only to named Parties pursuant to express written permission of
the Party that made the source available.
23.3 The Parties shall not in any way whatsoever circumvent or attempt
to circumvent each other or any Party involved in any of the
transactions. The Parties are desiring to enter or entering into a
transaction and, to the best of their abilities, assure each other
that the original transaction codes established will not be altered or
23.4 The parties recognize the contract to be an exclusive and
valuable contract of the respective Party and they shall not enter
into direct negotiations with such contracts revealed by the other
23.5 Neither Party shall avoid payment of due fees, commissions and
other remuneration in any way whatsoever.
23.6 In the even circumstances by any party whether directly or
indirectly, the circumvented Party shall be entitled to legal monetary
penalty as damages, equal to the maximum amount is should make from
such transaction and any and all expenses including but not limited to
legal fees that would be involved in the recovery of said damages. The
circumventing Party renounces to any right that he may have to claim a
reduction of this amount.
23.7 All considerations, benefits and commissions received as a result
of the contraction of the Parties relating to any of the transactions
will be allocated as mutually agreed to.
23.8 Buyer irrevocably binds itself to provide any and all
documentation requested by Seller, immediately and without delay, in
connection with the sale/purchase of the aforementioned goods.
23.9 Seller irrevocably binds itself to provide any and all
documentation requested by Buyer, immediately and without delay, in
connection with the sale/purchase of the aforementioned goods
The ICC 1993 revision, publication 500 shall apply to this contract as
well as INCOTERMS-2000 as published by the International Chamber of
BY SIGNING BELOW THE PARTIES HEREBY ENTER INTO THIS AGREEMENT PROVIDED
THAT THE ACCEPTANCE EXPIRATION DATE HAS NOT PASSED PRIOR TO SIGNATURE.
APPENDIX No. 1
MT-700 SWIFT TEXT:
DRAFT TEXT LETTER OF CREDIT
INCOMING MESSAGE TYPE : FIN 700 ISSUE OF A DOCUMENTARY CREDIT
RECEIVED FROM :
NETWORK PRIORTY : NORMAL
MESSAGE OUTPUT REFERENCE : xxxxx
CORRESPONDENT INPUT REFERENCE : xxxxx
SENDER : SWIFT CODE BANK NAME
RECEIVER : HSBC TRADE BANK
27 / Sequence of Total : 1/1
40A/ Form of Documentary Credit : IRREVOCABLE
20 / Documentary Credit Number : XXXXX
31C/ Date of Issue : 2005/XX/XX
31D/ Date and Place of Expiry: 2005/XX/XX XXXXX
51A/ Applicant Bank _ Name/Address: XXXXX, only if different
from issuing bank
50 / Applicant : NAME OF BUYER
ADDRESS OF BUYER
59 / Beneficiary: Account Number : XXXXX
32B/ CURRENCY CODE, AMOUNT: USDX,XXX,XXX,XX
39A/ PERCENTAGE CREDIT
TOLERANCE: PLUS FIVE PERCENT, MINUS FIVE PERCENT
41D/ Available With ..By..-Name/Addr : WELLS FARGO HSBC TRADE BANK NA
WELLS FARGO HSBC TRADE BANK NA
42C/ Drafts at: SIGHT FOR 100 PERCENT OF THE
42a/ Drawee - Name and Address : APPLICANT BANK NAME
43P/ Partial Shipment : ALLOWED
43T/ Transshipment : ALLOWED
44A/ On Board/Disp/Taking Charge: THE SEAPORT OF CIS OR CENTRAL EUROPE
44B/ For Transportation to: XXXXX
44D/ Shipment Period: XXXXX
45A/ Description of Goods and/or Service:
+ ISRI R50-R65 AT $XXX PER MTW UNDER CIF TERMS
46A/ Documents Required:
+ SIGNED COMMERCIAL INVOICE INDICATING THE CONTRACT NUMBER, NAME OF
CARRYING VESSEL AND THE L/C NUMBER IN THEE ORIGINALS AND THREE COPIES
+ FULL SET IN THREE COPIES AND THREE ORIGINALS OF CLEAN ON-BOARD
BILLS OF LADING MADE OUT TO ORDER; BLANK ENDORESED AND MARKED "FREIGHT
PREPAID" INDICATING THE NAME OF THE CARRYING VESSEL WITH THE BUYER AS
THE "NOTIFYING PARTY"
+ QUANTITY CERTIFICATE ISSUED BY CCIC OR SGS AT THE PORT OF LOADING
IN ONE ORIGINAL AND THREE COPIES
+ QUALITY CERTIFICATE ISSUED BY SGG OR CCIC AT THE PORT OF LOADING IN
ONE ORIGINAL AND THREE COPIES
+ CERTIFICATE OF ORIGIN ISSUED BY THE CHAMBER OF COMMERCE IN THE
COUNTRY OF LOADING IN ONE ORIGINAL AND ONE COPY
+ RADIOACTIVITY INSPECTION CERTIFICATE ISSUED BY SGS OR CCIC AT THE
PORT OF LOADING IN ONE ORIGINAL AND THREE COPIES
47A/ Additional Conditions:
+ BOTH QUANTITY AND AMOUNT 5 PERCENT MORE OR LESS ARE ALLOWED
+ CHARTER PARTY BILLS OF LADING AND THIRD PARTY DOCUMENTS ARE ALLOWED
48 / Period for Presentation : DOCUMENTS MUST BE
PRESENTED WITHIN 21 DAYS AFTER THE DATE OF ISSUANCE OF THE TRANSPORT
DOCUMENTS BUT WITHIN THE VALIDITY OF THIS CREDIT
49 / Confirmation Instructions : WITHOUT/ CONFIRM
78 / Instruc to Pay/ Accpt/ Negot Bank
WE AGREE THAT THE DRAFTS DRAWN IN CONFIRMITY WITH THE TERMS OF THIS
CREDIT SHALL BE DULLY HONOURED ON PRESENTATION. WE SHALL EFFECT
PAYMENT TO YOU ACCORDING TO YOUR INSTRUCTIONS . A DISCREPANCY FEE
USD54.00 SHALL BE DEDUCTED FROM THE DRAWING AMOUNT, FOR EACH
PRESENTATION OF DISCREPANT DOCUMENTS UNDER THIS DOCUMENTARY CREDIT
57a/ 'Advise Through" Bank: XXXXX
72 / Sender to Receiver Information :
INSTRUCTIONS TO NEGOTIATING BANK, PLS SEND DOCS TO NAME AND ADDRESS OF
SAMPLE CORPORATE PERFORMANCE BOND GUARANTEE
PERFORMANCE BOND NUMBER:
DATE OF ISSUE:
DATE OF MATURITY:
DATE OF EXPIRATION: