锌精矿合同英文版(7页).doc

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1、-锌精矿合同英文版-第 7 页CONTRACT OF SALE NUMBER(销售合同编号):CONTRACT DATE(合同日期)TRADING AG (“Seller”), has sold and Co., LTD (“Buyer”) China hereby agrees to purchase the following material on the following specific terms and conditions: 贸易股份有限公司(“卖方”)出售，中国有限公司(“买方”)特此同意 在以下特定条款和条件下购买以下材料:1. MATERIAL AND QUALITY（

2、材料与质量）: Zinc Concentrates with typical assays as below锌精矿与典型分析如下Zn（锌） : 45 -47% Ag（银）: 68 Grs/dmtAs（砷）:0.04% Co（钴）:0.01%Cd（镉）:0.14% Cu（铜）: 0.04%Cao（氧化钙）:0.27% Co2（二氧化碳）:0.70%Fe（铁）: 10% Ge（锗）: 0.008%Hg（汞）:0.0139% K2O（氧化钾）: 0.03%Mn（锰）:0.03% MgO（氧化镁）:0.33%Ni（镍）: 0.009% Na2O（氧化钠）:0.02%Pb（铅）: 3.26% SiO2（

3、氧化硅）: 8.5-10%S（硫）:30.0% Sb（锑）: 0.005%For the balance of its composition, the material shall be free of constituents deleterious elements harmful to the smelting and refining process. 2. QUANTITY（数量）:10000(ten thousand ) Dry Metric Tons, +/- 10% (plus/minus ten percent) Zinc Concentrates, in Sellers

4、option.10000(一万)干吨，10%锌精矿,在卖方选项 3. SHIPMENT（装运）: In containers, during July 2005, subject to Sellers receipt of fully workable Letter of Credit opened by Buyer in favor of Seller in accordance with the provisions of Clause 7 and also subject to suitable vessel/container availability. Furthermore, no

5、 vessel nomination will be done until the fully workable Letter of Credit is in place. 2005年7月通过集装箱，4. DELIVERY（交付）: The concentrates shall be delivered on the basis CIF (Incoterms 2000) CY Fangcheng/Beihai or main China Port to be declared timely by buyer. All THC and other cost at the disport for

6、buyers account. 货物按照CIF防城港或北海港或其他中国主要港口的集装箱堆场进行交付且买方要及时知会交付地点。所有码头操作费及其他费用由买方承担。5. PRICE（报价）:The price of the material shall be the sum of the following payable metals: 材料的价格应为以下金属的应付款项总和:5.A) Payable Metals（应付款金属）:5.A.1 Zinc（锌）:Buyer shall pay 85% (eighty five percent) of the final zinc content, su

7、bject to minimum deduction of 8 (eight) units, at the official LME Cash Settlement quotation for Special High Grade Zinc as published in Metal Bulletin, averaged over the Quotational Period.买方应当支付内含物的85%No other metals shall be payable. 5.B) Deductions: 5.B.1 Treatment Charge (“T/C”): The Treatment

8、Charge shall be U.S. Dollars (two hundred forty five point zero zero) per dry metric tons of material flat CIF CY Fangcheng/Beihai or Main China port. 5.B.2 No other deductions shall be applicable. 6.QUOTATIONAL PERIOD:The Quotational Period (“QP”) for zinc shall be the average of the second month f

9、ollowing the month of shipment (“M+2”), as evidenced by the onboard date of Bill of Lading. 6.A.2 Subject to receipt of fully workable Letter of Credit, Buyer shall, prior to the last LME trading day before QP starts, price the total material at any time, basis QP LME price for zinc. The minimum qua

10、ntity for which Buyer is allowed to fix a price each time is 500mt.However, if the material is not priced prior to the commencement of the QP, then the price for that portion shall be fixed as per 6.A.1 above.Furthermore any material priced prior to commencement of the contractual QP can be unpriced

11、 at anytime. All valid pricing or unpricing orders will have to be issued in writing and signed. Such pricing/unpricing orders can be carried out if Letter of Credit value covers the outstanding value of the material at the market price of the pricing order and the unpricing orders will be carried o

12、ut only if 90% letter of Credit value covers the outstanding value of the material at the market price at the time of the unpricing order. above, Seller will be entitled to earn a Commission of Dollars 8.00 per metric ton of material unpriced or 15% of the gross unpricing profit, whichever is the gr

13、eater. Seller shall remit any remaining profit, after deducting the Commission, to Buyer within 7 banking days after finalisation of this Contract. The final price of the material shall be the weighted average of each of the prices fixed as per the above provisions after taking into account any of t

14、he material, which has been unpriced and any over/under pricing over the QP. 7. PAYMENT:100% payment by irrevocable documentary Letter of Credit. Buyer shall make 90% provisional payment in Dollars, net cash, either at sight or 90 days after sight against Sellers presentation of the following shippi

15、ng documents: Full set 3/3 Original clean on board Ocean Bills of Lading made out to order and blank endorsed, with notify party to be advised timely by Buyer. Full set original certificate of insurance for 110% of the CIF material value. Provisional Weight certificate indicating moisture in percent

16、age, wet metric tons and dry metric tons, issued by Seller. Provisional assay certificate issued by Seller. Certificate of origin issued by Seller. Provisional Invoice issued by Seller.Payment shall be secured by way of an irrevocable documentary Letter of Credit issued by a first Class Chinese bank

17、 nominated by Buyer to Seller and accepted by Seller and advised through First class European bank to be advised by Seller. Third party Letter of Credit acceptable, Buyer shall provide with LC opening companys information promptly after signing of the contract. The Letter of Credit shall be opened b

18、efore June 27, 2005 using pre-shipment weights, assays and prices averaged over two full calendar weeks prior to Sellers presentation of calculations for purpose of opening the letter of Credit plus relevant adjustment covering 110%. Such Letter of Credit shall be issued in a form and substance acce

19、ptable to Seller and shall be payable either at sight or 90 days after onboard date of bill of lading. The Letter of credit shall be available for negotiation and payment at the counters of any bank. All issuing bank charges are for Buyers account. All advising/negotiating bank charges for Sellers a

20、ccount. The provisional payment, shall be based upon the provisional weight and assay certificates issued by the Seller and the applicable provisional prices as known two full calendar weeks prior to onboard date of Bill of Lading. If Buyer has priced the material quantity prior to presentation, the

21、 provisional price shall then reflect the tonnage priced. Should the market value exceed at any one time 95% of the Letter of Credit value, the Seller shall ask for an amendment of the Letter of Credit. If such amendment is not received within 3 days or if LME price increase in such a way that the m

22、arket value of the delivered goods exceed 100% of the 100% Letter of Credit value, whichever is earlier, Seller has the right but not the obligation to price the material without any further notice. If final settlement in favor of Buyer, Seller shall pay the balance due to Buyer latest five working

23、days after received of final debit note. 7.A.3The Letter of Credit shall be available for drawing by Seller on the final settlement when all details relating to final weight, price and quality are known, against presentation of Sellers final invoice. The final settlement shall be the value determine

24、d in accordance with the relative clauses in this contract regarding weight, assays and prices, less provisional payments effected. 7.A.4For deferred payment Letter of Credit, Buyer shall pay Seller finance charges, at the published Financial Times of London three months LIBOR (quoted on onboard dat

25、e of Bill of Lading) plus 1.5%, calculated for 90 calendar days, basis 90% provisional invoice amount. Such charges shall be allowed for in the Letter of Credit and shall be included in first provisional drawing.7.A.5If due date falls on a Saturday or New York banking holiday other than Monday, paym

26、ent shall be made on the preceding New York banking day. If payment due date falls on a Sunday or Monday bank holiday in New York, payment to be made on the next New York banking day. 8. WEIGHING, SAMPLING AND MOISTURE DETERMINATION:For the purpose of final settlement, weighing, sampling and moistur

27、e determination shall be carried out for the buyers account at the port of discharge, in accordance with standard international practises, performed by CIQ/CCIC. The final weight shall be determined by CIQ/CCIC, in conjunction with Sellers representative using draft survey (bulk shipment) or weight

28、scale (container shipment) method in sellers option and such weight shall be final and binding on both parties. The Seller and/or the Producer has the right to be present at these operations by a surveyor or representative, acting in name and on behalf of the Seller and/or the Producer at its own ex

29、pense. The sample lot size shall be approximately 500 wmt and each lot shall form a separate and complete delivery for the purposes of settlement of weight and moisture content. Representative samples shall be taken from each lot with the following distribution: -2 sets for Buyer -2 sets for Seller

30、-2 sets for supplier -2 sets to be kept by CIQ/CCIC in reserve for umpire purpose. -2 sets to be held by Sellers representative in reserve for umpire purpose.All samples shall be sealed and signed jointly by CIQ/CCIC and Sellers representative.9.ASSAYING:9.A.1 Assays for zinc shall be made independe

31、ntly by Buyer and Seller, on a lot by lot basis, from samples taken at the above operations. These results shall be exchanged in the normal commercial manner latest 45 days from date of the weighing/sampling/moisture report. Should the difference between Buyers and Sellers results be not more than:Z

32、inc:0.50 % (zero point five percent)then the exact mean of the results shall be taken as the agreed assays for final settlement.9.A.2 If differences exceed the splitting limits, either party may request an umpire chosen by mutual agreement, from:Laboratory Services International BVGeyssendorfferweg

33、543088 GK RotterdamNetherlands Or A.H. Knight International Ltd.Eccleston GrangePrescot Road, St. HelensMerseyside WA10 3BQ, EnglandAlex Stewart (Assayers) Ltd.Caddick RoadKnowsley Industrial EstateKnowsley, Merseyside Should the umpire assay fall between the results of the two parties hereto, the a

34、rithmetical mean of the umpire assay and the assay of the party which is nearer to the umpire assay shall be taken as the final assay.Should the umpire assay coincide exactly with the results of either party hereto, then the umpire assay shall be accepted by both parties as the final assay.Should th

35、e umpire assay fall outside the results of the two parties hereto, the umpire assay shall be taken as the final assay. The cost of the umpire shall be paid by the party whose assay is further from the umpire, except when the umpire assay is the exact mean of the parties assays in which event the cos

36、t shall be shared equally by both parties.10. SUSPENSION OF QUOTATIONS: Should any quotation referred to in this contract cease to be published or cease to be representative, Buyer and Seller shall negotiate in good faith to establish a mutually acceptable pricing method. 11. TITLE AND RISK:Title sh

37、all pass from Seller to Buyer upon Sellers receipt of the provisional payment(s). Risk shall pass from Seller to Buyer upon delivery of material over ships rail at load port.12. INSURANCE:Seller shall be responsible for providing original certificate of insurance issued by First Class Western Insura

38、nce Company for 110% of the provisional CIF invoice value in US Dollars covering: Institute Commodity Trade Clauses (A) Institute War Clauses Institute Strikes, Riots and Civil Commotion Clauses (Institute SR&CC clauses) Risk of fire or heating of the cargo even when caused by inherent vice or spont

39、aneous combustion Institute Radioactive Contamination Exclusion ClauseSuch insurance shall be adjusted to 110% of the final value of the concentrate in accordance with the contract and shall be in effect from the passing of risk at the port of loading through to discharge port. Claims shall be payab

40、le in US Dollars in the country of Buyers domicile.Notwithstanding the above, it is Buyers responsibility for properly filing the insurance claim in accordance with the terms and conditions of insurers coverage. Seller agrees that it will co-operate and assist the Buyer to the best of its ability in

41、 proceeding settlement of any loss or damage with an insurance company.13.SHIP LOST AND DAMAGE CLAUSE:13In the event that the complete cargo is lost or no part thereof shall arrive in good condition, final payment shall be made in accordance with the terms and conditions contained herein. Cargo shal

42、l be deemed to have arrived 30 days after onboard date of Bill of Lading. Bill of Lading weight, along with moisture and assays determined at the time of loading, will be the basis for final settlement.13In the event that part of the cargo is lost, final payment shall be made in accordance with the

43、terms and conditions contained herein. Net dry weight shall be based upon the Bill of Lading weight less moisture to be determined at the time of loading. Assays shall be determined from the samples taken from that portion of the cargo which has safely arrived in good condition and shall be the basi

44、s for final settlement.13In the event the damage shall not have altered the weight of the damaged portion, final payment for the Material damaged shall be made on the basis of final weight in accordance with Clause 8 and 9 herein, and assays and prices as determined for the part of the cargo which h

45、as been safely delivered in accordance with terms and conditions contained herein.13In the event that part of the cargo is lost or the weight is altered by damage, final payment for the material lost or damaged shall be made on the basis of the Bill of Lading weight adjusted for moisture on the safe

46、ly delivered and unaltered portion, and assays and prices as determined for the part of the cargo which has been safely delivered and without damage in accordance with the terms and conditions contained herein.14.NOTICES:All notices shall be made to the addresses of the parties set forth below or such subsequent address as any party may subsequently advise the other party in writing: Seller:Telephone:Facsimile:Buyer:Telephone:Facsimile: 15.FORCE MAJEURE:If the performance of any obligation (other than the obligation to pay for material) by any party to this C