俄罗斯进口煤炭英文合同

俄罗斯进口煤炭英文 Contract for sale and purchase of Russian Steam (Non-Coking) stCoal in bulk dated 1, February, 2012. RUSSIAN STEAM COAL GCV 6300/6100 Between: Xxx,a company incorporated under the laws of Russia, having its registered office address at prospect ,hereinafter referred to as SELLER, And XXX,a company registered under the laws of China, having its registered office address at xxx ,hereinafter referred to as BUYER. By this agreement, the Seller agrees to sell and the Buyer agrees to buy the material Specified below as per mentioned terms and conditions: 1. DEFINITIONS In this Agreement, unless the context otherwise requires, the following terms shall respectively have the following meaning: “Ton (s)”, “Ton(s)”, and “MT” means Metric Tons of 1,000 Kg(s) as defined in “International System of Units” a. A fraction of a ton in any calculation shall be rounded up to the nearest ton if such fraction is one half of a ton or more, and shall be rounded down when otherwise. b. “Dollars”, “US Dollars”, “USD”, “US$”, “$”, “Cents” where used shall refer to the currency of the United States of America. d. A fraction of a cent in any calculation shall be rounded up to the nearest cent if such fraction is one half of a cent or more, and shall be rounded down when otherwise. e. “Coal” means Steam/Thermal Coal (Non Coking Coal). f. “ADB” means Air Dried Basis. G. “ARB” means As Received Basis. h. “GAR” means Gross As Received basis. I. “NAR” means Net As Received basis. J. “ASTM” means the American Society for Testing and Materials and “ISO” means International Organization for Standardization. k. “Bill of Lading”, “BL” or “B/L” means receipt given by the barge for the coal shipment and is a document of title. requirements, focus, focus on leadership, key aspects of supervision and inspection to ensure do not leak, do not stay dead, not going through the motions. To adhere to the supervision to grasp good style, in the spirit of being highly responsible, the supervision and inspection tasks implemented, ensure that the activities of the high quality, to promote implementation of the focus of the work. 3, strict examination, strengthen the responsibility to implement. A good incentive mechanism, can continue to inspire the cadres and the general enthusiasm, to promote economic and social development has shown a good momentum of development. To further make good use of assessment and reward mechanism to ensure dry across development practical precise place. 4, the leadership to take the lead, demonstration. Leading cadres is an activity of the organizers, promoters and supervisors, and a participant in the activities, be sure to to the identity of the ordinary Party members put myself into it. The town Party committee to walk in the front in the educational activities, from my start, start from the town Party committees and play a good exemplary role. Government cadres, village leaders should strive to achieve: the lead study and improvement. Lead the investigation and study, leading to listen, confabulate to take the lead, lead and accept supervision, take the lead in carrying out criticism and self-criticism, take the lead in revealing problems, l. “ETA” means expected time & date of arrival. m. “CIF” Cost, Insurance and Freight strictly as referred to in the interpretations defined by the INCOTERMS Edition 2000 with latest amendments. n. “Kcal/Kg” means Kilocalories of energy per kilogram of coal. o. “Laytime” means time allowed to load the Cargo on to the Mother Vessel. ststststp. “Calendar quarter” Period of three (3) consecutive months – 1 January, 1 April, 1 July or 1 October. q. “Port of Loading” means the port at which the coal is to be loaded in Russia. r. “Pratique” means permission to do business at a port by a ship that has complied with all applicable local health regulations. s. “Statement of Facts” means a statement prepared by the ships agent at the port of loading which shows the date and time of arrival of the barge and the commencement and completion of loading. It details the quantity of cargo loaded each day, the hours worked and the hours stopped with the reasons of stoppages. t. “Working day” means a day upon which business is regularly transacted and unless expressly stated, the term “day” shall be deemed to mean “calendar day”. u. “Weather Working Day” means day of 24 consecutive hours on which work in loading coal on board a Vessel may be carried out without loss of time due to the weather. v. “Party” or “Parties” means Seller or Buyer or both. w. “CP” means Charter Party. 2. TERMS OF AGREEMENT The parties hereby agree that the term of this agreement shall commence from the date of signing of this Agreement until the sale and delivery of the contracted quantity under this agreement has been fully performed by the parties or until both parties mutually agree to terminate this agreement, whichever comes earlier. Buyer shall purchase the coal from Seller on CIF vessel basis (INCOTERMS 2000). 3. COMMODITY, QUANTITY, SHIPMENT SCHEDULE 3.1. Commodity: Non-Coking – Thermal/Steam Coal in bulk from Kuzbass region, southern Siberia. 3.2. Quantity: 3,150,000 MT X 10 months MT +/- 10% divided over 10 (Ten) months. 3, 1 50,000 MT /year , trial order 50,000MT for first month, Second month 100,000 MT , starting from the third month 300,000MT X 1 0 months ,. All shipments +/- 10% at Vessel’s option. Delivery commences in September 2011 until September 2012. 3.3 Shipments: Shipments shall be evenly according to the schedule under clause 3.2 or as mutually agreed between the Seller and Buyer. 4. GUARANTEED SPECIFICATIONS requirements, focus, focus on leadership, key aspects of supervision and inspection to ensure do not leak, do not stay dead, not going through the motions. To adhere to the supervision to grasp good style, in the spirit of being highly responsible, the supervision and inspection tasks implemented, ensure that the activities of the high quality, to promote implementation of the focus of the work. 3, strict examination, strengthen the responsibility to implement. A good incentive mechanism, can continue to inspire the cadres and the general enthusiasm, to promote economic and social development has shown a good momentum of development. To further make good use of assessment and reward mechanism to ensure dry across development practical precise place. 4, the leadership to take the lead, demonstration. Leading cadres is an activity of the organizers, promoters and supervisors, and a participant in the activities, be sure to to the identity of the ordinary Party members put myself into it. The town Party committee to walk in the front in the educational activities, from my start, start from the town Party committees and play a good exemplary role. Government cadres, village leaders should strive to achieve: the lead study and improvement. Lead the investigation and study, leading to listen, confabulate to take the lead, lead and accept supervision, take the lead in carrying out criticism and self-criticism, take the lead in revealing problems, As per ASTM / ISO standard: on Air Dried Basis (ADB) unless otherwise specified: NO PARAMETER BASIS GUARANTEED UNIT 01 Total Moisture ARB 10-15 % 02 Inherent Moisture ADB 7-9 % 03 Ash Content ADB 12-15 % 04 Volatile Matter ADB 35-45 % 05 Fixed Carbon ADB 60 % 06 Total Sulfur ADB 1 % 07 Hard Grove Index Index 45min Index 08 Gross Caloric Value ADB 6300-6100 Kcal/kg 09 Size (Crushed) mm 0-50mm 90 % 5. PRICE 5.1. Coal The Base Price is $ 93.00 USD / MT (United States Dollars ninety three point zero per MT) CIF Vessel basis on Gross Calorific Value of 6300-6100 kcal/kg (ADB). The above mentioned price shall be applied for the whole contract shipments. 5.2. BONUSES, PENALTIES & REJECTIONS APPLICABLE BUYER has the option to PENALTY of the Cargo if the actual analysis result of any Shipment for Gross Calorific Value (ADB) is below 6300 KCal/Kg. SELLER has the option to BONUS of the Cargo if the actual analysis result of any Shipment for Gross Calorific Value (ADB) is above 6100 KCal/Kg. Bonuses, Penalties and Rejection of Cargo will be based and determined on the actual analysis done by the Independent Surveyor on Loaded Barges. In the event of Cargo Rejection, all costs of offloading/discharge of Cargo at Loading Port will be borne by the SELLER. The BUYER has the option to reject the Cargo if the Cargo’s specification is below the following parameters: COAL SPECIFICATIONS PARAMETERS Total Moisture (ARB) 10-15% Ash Content (ADB) 12-15% Total Sulfur (ADB) 1 % requirements, focus, focus on leadership, key aspects of supervision and inspection to ensure do not leak, do not stay dead, not going through the motions. To adhere to the supervision to grasp good style, in the spirit of being highly responsible, the supervision and inspection tasks implemented, ensure that the activities of the high quality, to promote implementation of the focus of the work. 3, strict examination, strengthen the responsibility to implement. A good incentive mechanism, can continue to inspire the cadres and the general enthusiasm, to promote economic and social development has shown a good momentum of development. To further make good use of assessment and reward mechanism to ensure dry across development practical precise place. 4, the leadership to take the lead, demonstration. Leading cadres is an activity of the organizers, promoters and supervisors, and a participant in the activities, be sure to to the identity of the ordinary Party members put myself into it. The town Party committee to walk in the front in the educational activities, from my start, start from the town Party committees and play a good exemplary role. Government cadres, village leaders should strive to achieve: the lead study and improvement. Lead the investigation and study, leading to listen, confabulate to take the lead, lead and accept supervision, take the lead in carrying out criticism and self-criticism, take the lead in revealing problems, Gross Calorific Value KCal/Kg (ADB) 6300-6100 Kcal/kg Уголь спецификации / Coal specification ОАО "Оригбо УК” экспорта угля различного качества, которая добывается более 10 единиц продукции. Тем не менее, весь уголь у нас торговля имеет высокую летучих имеющих выход летучих веществ более чем на 29%. Хотя Есть несколько стандартных спецификаций для каждой поставке направлении, мы можем организовать специальные смеси для достижения характеристик нашего клиента могут потребовать обстоятельства. Балтийский смесей Дальний Восток смесей Есть четыре стандартные спецификации экспорта в регион Тихого океана. Одним из них является Кирова типа, который полумягкие коксующегося угля потребляется металлургических компаний в Японии и Корее. Следующий такой Tugnuisky уголь является единственным типом Россия энергетического угля с высоким и низким летучих содержание азота. Кроме того, Есть две спецификации обычных энергетического угля Кузбасса - один с высшим и другой с более низкой теплотворной способностью. 10 11 9 11 10 11 11 12 8 9 29 35 14 16 14 16 35-39 31-34 33-35 33-35 0,4 0,5 0,25 0,4 0,25 0,39 0,4 0,6 7500 5850 5400 5200 6200 6100 6900 6800 0-50 0-50 0-50 0-50 0,5 1 0,5 1 0,5 1 0,5 1 requirements, focus, focus on leadership, key aspects of supervision and inspection to ensure do not leak, do not stay dead, not going through the motions. To adhere to the supervision to grasp good style, in the spirit of being highly responsible, the supervision and inspection tasks implemented, ensure that the activities of the high quality, to promote implementation of the focus of the work. 3, strict examination, strengthen the responsibility to implement. A good incentive mechanism, can continue to inspire the cadres and the general enthusiasm, to promote economic and social development has shown a good momentum of development. To further make good use of assessment and reward mechanism to ensure dry across development practical precise place. 4, the leadership to take the lead, demonstration. Leading cadres is an activity of the organizers, promoters and supervisors, and a participant in the activities, be sure to to the identity of the ordinary Party members put myself into it. The town Party committee to walk in the front in the educational activities, from my start, start from the town Party committees and play a good exemplary role. Government cadres, village leaders should strive to achieve: the lead study and improvement. Lead the investigation and study, leading to listen, confabulate to take the lead, lead and accept supervision, take the lead in carrying out criticism and self-criticism, take the lead in revealing problems, 16 15 - - - - - - 5,5 5 - - - - - - - - 0,8 1,4 1,1 1,4 - - 1250 1200 1300 1250 1300 1250 1200 1150 Балтийский смесей Есть два стандартных спецификаций угля для этого направления. Первый 7 ноября типа, имеющих качественные параметры общие для кузбасских углей высокого нестабильной. 7 ноября типу можно экспортировать на рынок Атлантического океана. Второй тип Соколовский признакам снижением золы и AFT выше, чем обычного угля Кузбасса в то время как влага немного повышена. Соколовский типа достаточно востребован значительное число европейских потребителей. В дополнение к стандартным спецификациям, еще две спецификации доступны в каждом конкретном случае на индивидуальной основе - Низкий тип CV и высокого типа Сера (+0,5%). Низкий тип CV используется для доставки по железной дороге в страны Восточной Европы. Влажность,10 11 9 11 10 11 9 % AR Зольность,8 9 29 35 8 9 29 % AD 35-39 31-34 В. М.,% AD 35-39 31-34 Сера,% AD 0,4 0,5 0,25 0,4 0,4 0,5 0,25 GADCV, 7500 5850 5400 5200 7500 5850 5400 ккал / кг 0-50 0-50 0-50 0-50 Oversize,% 0,5 1 0,5 1 0,5 1 0,5 16 15 - - У 16 15 - FSI 5,5 5 - - 5,5 5 - N - - 0,8 1,4 - - 0,8 requirements, focus, focus on leadership, key aspects of supervision and inspection to ensure do not leak, do not stay dead, not going through the motions. To adhere to the supervision to grasp good style, in the spirit of being highly responsible, the supervision and inspection tasks implemented, ensure that the activities of the high quality, to promote implementation of the focus of the work. 3, strict examination, strengthen the responsibility to implement. A good incentive mechanism, can continue to inspire the cadres and the general enthusiasm, to promote economic and social development has shown a good momentum of development. To further make good use of assessment and reward mechanism to ensure dry across development practical precise place. 4, the leadership to take the lead, demonstration. Leading cadres is an activity of the organizers, promoters and supervisors, and a participant in the activities, be sure to to the identity of the ordinary Party members put myself into it. The town Party committee to walk in the front in the educational activities, from my start, start from the town Party committees and play a good exemplary role. Government cadres, village leaders should strive to achieve: the lead study and improvement. Lead the investigation and study, leading to listen, confabulate to take the lead, lead and accept supervision, take the lead in carrying out criticism and self-criticism, take the lead in revealing problems, SPECIFICATIONS OF HCV STEAM COAL 63/61 GCV Kcal/Kg (ADB): 6300 – 6100 NCV Kcal/Kg (ADB): 5500 – 5300 Total Moisture (ARB): 10% -15% Inherent Moisture (ARB): 7% -9% Ash Content (ADB): 13% -15% Volatile Matter (ADB): 35% - 45% Fixed Carbon (ADB): By Difference Total Sulphur (ADB): 1% HGI: 42-50 Ash F Temp C: Min 1250 Size 0-50mm: Min 90% 6. WEIGHT & QUALITY DETERMINATION 6.1. Weight: The cargo weight of each shipment shall be calculated to the nearest metric ton (MT) using draft surveys and shall be determined at the loading port. The draft surveys shall be conducted by INDEPENDENT SURVEYOR or INTERTEK, to be appointed by BUYER and for SELLER’s account. The INDEPENDENT SURVEYOR shall provide the corresponding Certificate of Weight for each shipment at loading port. The weight so determined shall be final and binding upon SELLER and BUYER for invoicing purpose and settlement of payment of each shipment under this contract, and shall form the basis of settlement unless adjustment is required in accordance with Article 6 hereof. The costs of draft surveys at loading port shall be for the SELLER account. 6.2 Coal Quality: The sampling and analysis of the coal shipments shall be conducted at the loading port by INDEPENDENT SURVEYOR or INTERTEK. The INDEPENDENT SURVEYOR shall provide the corresponding Certificate of Sampling and Analysis for the entire cargo loaded on buyer’s nominated barge at loading port. Such coal quality determination at loading port shall be final and binding upon SELLER and BUYER for invoicing purpose and settlement of payment of each shipment under this contract, and shall form the basis of settlement unless adjustment is required in accordance with Article 6 hereof. The sample shall be extracted and analyzed in accordance with ASTM/ISO/GOST standards. The cargo composite sample shall be divided into 3 parts to provide: - 1 (one) sample of cargo analysis - 1 (one) sample for the buyer, if requested - 1 (one) umpire sample which shall be retained by INDEPENDENT SURVEYOR or any other mutually agreed inspection agency UNTIL 90 (ninety days) of after completion of loading The costs for sampling and analysis shall be for the account of SELLER. Cost of request of additional sampling of the umpire sample shall be borne by the requesting party. The BUYER has the right, at its own expenses to pre-inspect the material at the Loading Port Stockyard prior to the Shipment, to inspect loading operations and to Follow the sampling of the material and it analysis. 7. NOMINATION OF VESSEL requirements, focus, focus on leadership, key aspects of supervision and inspection to ensure do not leak, do not stay dead, not going through the motions. To adhere to the supervision to grasp good style, in the spirit of being highly responsible, the supervision and inspection tasks implemented, ensure that the activities of the high quality, to promote implementation of the focus of the work. 3, strict examination, strengthen the responsibility to implement. A good incentive mechanism, can continue to inspire the cadres and the general enthusiasm, to promote economic and social development has shown a good momentum of development. To further make good use of assessment and reward mechanism to ensure dry across development practical precise place. 4, the leadership to take the lead, demonstration. Leading cadres is an activity of the organizers, promoters and supervisors, and a participant in the activities, be sure to to the identity of the ordinary Party members put myself into it. The town Party committee to walk in the front in the educational activities, from my start, start from the town Party committees and play a good exemplary role. Government cadres, village leaders should strive to achieve: the lead study and improvement. Lead the investigation and study, leading to listen, confabulate to take the lead, lead and accept supervision, take the lead in carrying out criticism and self-criticism, take the lead in revealing problems, 7.1 Seller to nominate a 10 (ten) day laycan to Buyer. The first laycan under this agreement is set for commencement on __ February 2012 until __ ____ 2012. If NOR of vessel is not received within the period set forth in point 9.3 below, Seller may, at their option, elect to cancel this agreement or renegotiate any of the terms and conditions. Subsequent laycans to be nominated a minimum 14 (fourteen) days prior to the agreed laycan and a vessel substitute maximum 2 (two) days before the first date of the agreed laycan received by Seller, otherwise Seller shall not commit to perform under the agreed laycan and both parties must agree a new laycan. Seller will reply within 1 (one) day intimating acceptance of the nominated vessel, which acceptance Shall not be unduly withheld. 7.2 Vessel to be classed highest Lloyds or ABS or equivalent and ISM certified with maximum 20 years of age unless otherwise agreed. Vessels with more than 20 years of age to be mutually agreed on a case by case basis. The vessel shall be equipped with 4 (four) sets of crane system with minimum capacity 20 MT and fitted 4 (four) sets of grabs each with minimum capacity of 8.0 CBM to achieve the loading rate as stated in the article 7.3. BUYER shall be responsible for Grabs in case assigned Ship is without Grabs on Board. 7.4 Buyer to appoint agents at load port whose full style shall be forwarded to Seller. Buyer or their agents shall tender Notice of Arrival (N.O.A) 10, 7, 5, 3, 2, and 1 day(s) prior ETA vessel in the loading port to the Seller. 8. SHIPPING TERMS 8.1 The loading rate is x,000 MT PWWD SHINC basis geared & grabbed vessel, excluding Major Indonesian Holidays: 2 days of Idul Fitri, 1 day of Idul Adha, 1 day of Independence day and 1 day of Christmas day. This rate shall be the base rate for calculation of demurrage or dispatch. 8.2 Seller guarantees Buyer with one (1) safe Anchorage at xxxx, xxxx, Indonesia, confirmed at the time of vessel acceptance. 8.3 Buyer/Vessel agent shall intimate in writing to the Seller, the name of person, company and full style of the nominated Vessel agents at the load port. The NOR (Notice of Readiness) shall be addressed and tendered to the agent by e-mail or fax. The NOR to be tendered ATDN SHINC, major holidays excluded, and NOR will be deemed accepted if it has been tendered as per contractual terms. Laytime to commence 12 hours after tendering NOR, unless it commences sooner, in which case actual time is used to count. 8.4 Detention: In the event the vessel is prevented from or delayed in berthing or sailing at/from the load port as a result of Sellers failure to complete all formalities and process necessary documentation and Buyer has provided necessary L/C before shipment, Seller will be responsible for the costs associated with the detention of the vessel over and above demurrage. 8.5 In the event of changing vessel laycan, the Buyer shall notify the Seller by writing 2 (two) weeks before the first day of laycan. In case the vessel arrives before laycan, the Seller has right to make her wait till the first day of the agreed laycan or to commence loading upon arrival. In case of the vessel arrival after agreed laycan, the Seller shall be entitled to compensation and no demurrage vessel shall be applied. This compensation shall be at rate of USD 4,000 (Four Thousand) per barge per running day. Pro-rata of 24 (twenty-four) consecutive hours Sunday and holiday included, until such time as the barge has been fully discharged. 8.6 Stevedores: The stevedores at port of loading are to be appointed by Seller at their risk and expense. Loading is to be done under supervision of Master. Master can stop loading if in his opinion it is found requirements, focus, focus on leadership, key aspects of supervision and inspection to ensure do not leak, do not stay dead, not going through the motions. To adhere to the supervision to grasp good style, in the spirit of being highly responsible, the supervision and inspection tasks implemented, ensure that the activities of the high quality, to promote implementation of the focus of the work. 3, strict examination, strengthen the responsibility to implement. A good incentive mechanism, can continue to inspire the cadres and the general enthusiasm, to promote economic and social development has shown a good momentum of development. To further make good use of assessment and reward mechanism to ensure dry across development practical precise place. 4, the leadership to take the lead, demonstration. Leading cadres is an activity of the organizers, promoters and supervisors, and a participant in the activities, be sure to to the identity of the ordinary Party members put myself into it. The town Party committee to walk in the front in the educational activities, from my start, start from the town Party committees and play a good exemplary role. Government cadres, village leaders should strive to achieve: the lead study and improvement. Lead the investigation and study, leading to listen, confabulate to take the lead, lead and accept supervision, take the lead in carrying out criticism and self-criticism, take the lead in revealing problems, unsafe and may cause damage to the vessel. Lay time shall not stop due to this stoppage of work until Sellers/stevedores rectify condition for safe loading. All delays due to this stoppage of work to be on SELLER account. Should Master suspect any damage caused to Vessel by Barges and /or due to Stevedores, Master to immediately notify in writing to Stevedores / SELLER / SELLER Agent by fax / cable or telex within twenty four (24) hours of its occurrence. SELLER or their Agents have the right to inspect any reported damage with their own Surveyor. Master has the right to report the hidden damages upon discovery whether at sea or at Loading Port. SELLER is solely responsible for such damage and same to be repaired at SELLER time and cost prior to Vessel sailing from Loading Port except for hidden damages which are to be repaired at SELLER cost and time at a place and time requested by the Owners. 8.7 Dead Freight: Owner / Master / Agents of the Vessel nominated to SELLER by BUYER shall declare the stowage plan to the SELLER / their Agents by e-mail / fax, prior to arrival of Vessel at Loading Port. Once the stowage plan is declared, the SELLER shall load Coal as per the quantity declared in the stowage plan. For any short quantity loaded, the SELLER shall pay dead freight which shall be calculated by multiplying the short quantity by the freight rate of the Vessel nominated to the SELLER. 9. PAYMENT TERMS 9.1 BUYER shall establish through prime bank acceptable to SELLER not later than 25(twenty five) days prior to each nominated laycan at port of loading of the Vessel, an Irrevocable Letter of Credit, draft at sight for 100 PCT (One Hundred Percent) of net invoice value including a plus/minus 10% loading tolerance, opened by a first class international bank in favor of SELLER and confirmable-and-negotiable. Such Letter of Credit shall be in United States currency adequate to reimburse SELLER for covered 100% and the maximum amount of Coal to be shipped in such Vessel, including a plus/minus 10% loading tolerance . The First Letter of Credit shall be advised to Seller on or before (____) February 2012. In the event that First Letter of Credit is not advised on said date, Seller may, at their option, elect to cancel this agreement or renegotiate any of the terms and conditions. SELLER or SELLER Nominated shall provide the name and Bank details before opening the L/C. The BUYER shall send Draft Copy of L/C for approval of SELLER or SELLER Nominated before opening of the L/C to SELLER or SELLER’s Nominated Bank. This Draft approval by both Parties should be done before the signing of this Contract. In the event BUYER opens L/C directly without the Draft L/C approval of the SELLER or SELLER’s Nominated, the SELLER reserves the right to reject the L/C issued by the BUYER that is not based on the SELLER’s approved Draft L/C. BUYER will be fully responsible for any delays / detention etc. arising out of not providing such Letter of Credit in time, BUYER is to seek SELLER's explicit Agreement to the L/C wording. All charges outside the Letter of Credit issuing bank to be Seller’s account. 9.2 L/C to be payable to Seller’s bank on presentation of following documents to Buyer’s bank: a. 1 (one) original + 3 (three) copies of Seller’s signed commercial invoices showing details of calculations. b. 1 (one) original plus 3 (three) non-negotiable clean on board Bill of Lading marked “Freight Prepaid” or “Freight Payable as per Charter Party” c. 1 (one) original + 3 (three) copies of Certificate of Weight issued by INDEPENDENT SURVEYOR. or any other mutually agreed inspection agency. d. 1 (one) original + 2 (two) copies of Certificate of Origin issued by Ministry of Trade of The Republic of Indonesia or any other competent Government authority in duplicate. requirements, focus, focus on leadership, key aspects of supervision and inspection to ensure do not leak, do not stay dead, not going through the motions. To adhere to the supervision to grasp good style, in the spirit of being highly responsible, the supervision and inspection tasks implemented, ensure that the activities of the high quality, to promote implementation of the focus of the work. 3, strict examination, strengthen the responsibility to implement. A good incentive mechanism, can continue to inspire the cadres and the general enthusiasm, to promote economic and social development has shown a good momentum of development. To further make good use of assessment and reward mechanism to ensure dry across development practical precise place. 4, the leadership to take the lead, demonstration. Leading cadres is an activity of the organizers, promoters and supervisors, and a participant in the activities, be sure to to the identity of the ordinary Party members put myself into it. The town Party committee to walk in the front in the educational activities, from my start, start from the town Party committees and play a good exemplary role. Government cadres, village leaders should strive to achieve: the lead study and improvement. Lead the investigation and study, leading to listen, confabulate to take the lead, lead and accept supervision, take the lead in carrying out criticism and self-criticism, take the lead in revealing problems, e. 1 (one) original + 3 (three) copies of Certificate of Analysis issued by INDEPENDENT SURVEYOR. or any other mutually agreed inspection agency, Russia, in accordance with ASTM/ISO/GOST Standards. f. 1 (one) Original + 3 (three) copies of certificate of Draft survey issued by INDEPENDENT SURVEYOR or any other mutually agreed inspection agency. The seller shall fax copies of one set of non-negotiable documents to the buyer within 5 (five) banking days after the date of shipment. L/C can be opened by the Buyer, its Nominees or its Associates on Seller. 9.3 Letter of Credit must state Additional instruction: 9.3.1. The Letter of Credit is [Non-] Transferable. 9.3.2. Charter Party Bill of Lading is acceptable. 9.3.3. Insurance to be effected by the Buyer. 9.3.4. Tolerance in value and quantity up to 10% plus or minus is allowed. 9.3.5. The Letter of Credit is allowed to be overdrawn or under drawn due to price adjustment related to quality result. 9.3.6. Third party Bill of Lading documents are not allowed. 9.3.7. Minor spelling mistakes or typographical errors on documents which do not alter the actual meaning of wording or sentences will not be considered as discrepancies. 9.3.8. LC issuing and LC amendment charges affected by Buyer are for Buyer’s account and LC amendment charges affected by Seller are for Seller’s account. 10. PROCEDURE: 10.1. Buyer sends to Seller their ICPO/LOI 10.2. Seller send Draft Contract, to Buyer within 3 working days counter amends Draft contract signed and sealed AND Seller issue NCNDA/IMFPA if there is need. 10.3. The Buyer in his own country and seller does the same thing also. After which seller and buyer must exchange copies contract by mail or courier service for confirmation/verification. 10.4. Both party lodges the contract in their banks. 10.5. Buyer’s Bank SWIFT to Seller’s Bank, operation charge in the applicable ministries by the laws of the land for their allocation and fair transportation. 10.6. Seller submits Certificate of Tank Owner Ship to Buyer 10.7. Buyer’s Bank SWIFT to Seller Bank amount for the good’s first shipment. 10.8. Seller Bank activates Buyer payment instrument with 2% Performance Bond (PB) will be on demand and the FULL POP Documents via SWIFT to buyer’s Bank (POP) or by postal service Documents which consist of: a. Transportation Confirmation Number. b. Copy of Export Permit issued by the Ministry of Energy, RUSSIA. c. Copy of Approval, Permission or License to export issued by the Ministry of Justice. d. Copy of The Refinery allocation Number. e. Copy of the Port Storage agreement f. Statement form Refinery stating the Availability of the Products g. Copy of the refinery commitment to produce the product h. Copy of Transport contract to transport the Product to the port of loading. 10.9. Buyer releases payment to the Seller and all Borers/Agent same time out-turn shipment delivered per slot via SWIFT fund transfer within 3 banking days after uploading 11. Shipment Commences as scheduled SELLER Bank Details: Bank: Bank Address: Bank Tel No: Account No: Account Name: requirements, focus, focus on leadership, key aspects of supervision and inspection to ensure do not leak, do not stay dead, not going through the motions. To adhere to the supervision to grasp good style, in the spirit of being highly responsible, the supervision and inspection tasks implemented, ensure that the activities of the high quality, to promote implementation of the focus of the work. 3, strict examination, strengthen the responsibility to implement. A good incentive mechanism, can continue to inspire the cadres and the general enthusiasm, to promote economic and social development has shown a good momentum of development. To further make good use of assessment and reward mechanism to ensure dry across development practical precise place. 4, the leadership to take the lead, demonstration. Leading cadres is an activity of the organizers, promoters and supervisors, and a participant in the activities, be sure to to the identity of the ordinary Party members put myself into it. The town Party committee to walk in the front in the educational activities, from my start, start from the town Party committees and play a good exemplary role. Government cadres, village leaders should strive to achieve: the lead study and improvement. Lead the investigation and study, leading to listen, confabulate to take the lead, lead and accept supervision, take the lead in carrying out criticism and self-criticism, take the lead in revealing problems, Swift Code: BUYER Bank Details: Bank: Bank Address: Bank Tel No: Account No: Account Name: xxx. Swift Code: 11. TAXES & DUTIES All import duties, levies, dues etc. on the imported material from the barge if any at discharge port shall be to Buyer's account. All taxes, duties, export taxes etc. on loading goods in the country of origin / loading are for Seller's account. 12. LAY TIME CALCULATION Lay time calculation will be made by buyer based on Statement of Facts (SOF) issued by the nominated agents in the loading port and to be confirmed and accepted by Seller within 30 (thirty) days of the vessel sailing loading port. Lay time to end upon completion of clearance of cargo documents at loading port. Result of such calculation is to be agreed by both parties. The demurrage / dispatch / dead freight is to be settled within 45 (forty five) days by both parties. Buyer can send their representative to the loading port to witness the loading operation, sampling and analysis of cargo, if required. 13. RISK PURCHASE The Seller/Buyer may, without prejudice to any other remedy for breach of contract, by written notice of default sent to the other party, terminate the contract in whole or in part. a. If the Seller fails to deliver any or all of the goods within the time period specified in the contract or any extension thereof granted by the Buyer, or b. If the Buyer fails to upkeep any of the commitments related to cargo buying like Lay can. Within the time period specified in the contract or any extension thereof granted by the Buyer, or c. If the Seller/Buyer fails to perform any other obligation(s) under the contract. In the event the either party terminates the contract in whole or in part, pursuant to above, the other party may procure/sale, upon such terms and in such manner as it deems appropriate, goods similar to those undelivered/not Lifted, and the terminating party shall be liable to the other for any excess costs incurred for such similar goods. However, both parties shall continue performance of the contract to the extent not terminated. 14. FORCE MAJEURE Neither Party to this Contract shall be liable for any delay in performing or failure to perform its obligations (except for delay or failure to pay money when due) In the event of contingency beyond the control of either party and without its faults or negligence, 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 cause or causes beyond reasonable control of the SELLER (and / or SELLER’s supplier) or the BUYER (and / or BUYER’s 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 requirements, focus, focus on leadership, key aspects of supervision and inspection to ensure do not leak, do not stay dead, not going through the motions. To adhere to the supervision to grasp good style, in the spirit of being highly responsible, the supervision and inspection tasks implemented, ensure that the activities of the high quality, to promote implementation of the focus of the work. 3, strict examination, strengthen the responsibility to implement. A good incentive mechanism, can continue to inspire the cadres and the general enthusiasm, to promote economic and social development has shown a good momentum of development. To further make good use of assessment and reward mechanism to ensure dry across development practical precise place. 4, the leadership to take the lead, demonstration. Leading cadres is an activity of the organizers, promoters and supervisors, and a participant in the activities, be sure to to the identity of the ordinary Party members put myself into it. The town Party committee to walk in the front in the educational activities, from my start, start from the town Party committees and play a good exemplary role. Government cadres, village leaders should strive to achieve: the lead study and improvement. Lead the investigation and study, leading to listen, confabulate to take the lead, lead and accept supervision, take the lead in carrying out criticism and self-criticism, take the lead in revealing problems, Force Majeure shall not constitute a default hereunder 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 seventy two (72) hours of the occurrence notify the other Party hereto in writing of such event and shall specify in reasonable 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 (event of Force Majeure and duration of it shall be substantiated through certification by a Governmental body (e.g. Ministry of Commerce / Industries) or the Chamber of Commerce of the country where the event of Force Majeure has occurred). Both Parties agree to use their respective reasonable efforts to cure any event of Force Majeure to the extent that it is reasonably possible to do so, it being understood that the settlement of strikes, lockouts, and any other industrial disputes shall be within the sole discretion of the party asserting Force Majeure. In the event the Force Majeure caused only a partial reduction in the total quantity of material the SELLER is under obligation to deliver hereunder, the SELLER shall allocate its available supplies of such material, if any, among any or all of its existing customers in a fair and equitable manner. In addition, where the SELLER is the affected Party, it may (but shall not be required to) offer to supply, from another source, goods of similar quality in substitution for the material subject to the Force Majeure event to satisfy that amount which would have otherwise been sold and purchased hereunder at a price which may be more or less than the price hereunder. Failure to deliver or accept delivery of material, which is excused by or results from the operation of an event of Force Majeure shall extend the term of this Contract and the quantities of material to be delivered and accepted under this Contract shall be reduced by the quantities affected by such failure. If an event of Force Majeure shall continue for more than ninety (90) calendar days, then the Party not having declared Force Majeure shall have the right by written notice to terminate this Contract with immediate effect. 15. NOTICES Any notice required or permitted by this agreement shall be in writing in English and may be delivered personally or may be sent by telex, facsimile, or prepaid registered mail addressed to the parties, as follows: BUYER: xxx Tel.: Fax: Email: SELLER: Tel.: Fax: N/A Email: requirements, focus, focus on leadership, key aspects of supervision and inspection to ensure do not leak, do not stay dead, not going through the motions. To adhere to the supervision to grasp good style, in the spirit of being highly responsible, the supervision and inspection tasks implemented, ensure that the activities of the high quality, to promote implementation of the focus of the work. 3, strict examination, strengthen the responsibility to implement. A good incentive mechanism, can continue to inspire the cadres and the general enthusiasm, to promote economic and social development has shown a good momentum of development. To further make good use of assessment and reward mechanism to ensure dry across development practical precise place. 4, the leadership to take the lead, demonstration. Leading cadres is an activity of the organizers, promoters and supervisors, and a participant in the activities, be sure to to the identity of the ordinary Party members put myself into it. The town Party committee to walk in the front in the educational activities, from my start, start from the town Party committees and play a good exemplary role. Government cadres, village leaders should strive to achieve: the lead study and improvement. Lead the investigation and study, leading to listen, confabulate to take the lead, lead and accept supervision, take the lead in carrying out criticism and self-criticism, take the lead in revealing problems, 16. ARBITRATION Any dispute, difference or disagreement between the parties arising under or in relation to this contract, including (but not limited to) any dispute, difference or disagreement as to the meaning of the terms of this contract or any failure to agree on any matter required to be agreed upon under this contract shall, if possible, be resolved by negotiation and mutual agreement by the parties within 30 days. Should no agreement be reached, then the dispute shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the said Rules. The PARTIES hereby agree to the jurisdiction of the International Court of Arbitration applying the rules of Russia Law. The rules of the International Chamber of Commerce (ICC) are to be observed and will prevail over Russia Law in conflict. In all cases the Arbitral Tribunal takes account of the provisions of the contract and the relevant trade usages. The arbitration proceedings shall be conducted in the English language in Russia. The Board of Arbitration shall be composed of three arbitrators, one of who shall be chosen by the Seller, one by the Buyer, and the third by the two so chosen. If both or either of the parties fail to choose an arbitrator within fourteen (14) days after receiving notice of commencement of arbitration proceedings, or if the two arbitrators chosen cannot agree on a third arbitrator within fourteen (14) days after they have been chosen, the National Committee of the International Chamber of Commerce of Russia, the country in which the proceedings are conducted shall, upon request of either party, appoint the arbitrator or arbitrators required to complete the board. Every award shall be binding on The PARTIES and enforceable at law. By submitting the dispute to arbitration under these rules, The PARTIES undertake to carry out any award without delay and shall be deemed to have waived their right to any form of recourse insofar as such waiver can validly be made. 17. AMENDMENTS Any amendments of this contract shall be in the form of an addendum in writing to be signed by both parties and shall, thereafter form and become an integral part of this contract. 18. TITLE & RISK OF LOSS Title and all risk of loss and damage with respect to the coal shall pass from SELLER to BUYER as the coal passes over the vessel or vessel’s railing at the loading point. 19. GOVERNING LAW This agreement and the rights, privileges, duties and obligations of the parties herein under shall be construed to be in accordance with the laws of the Russian Federation. 20. ASSIGNMENT This Agreement shall ensure for the benefit of and be binding upon the successors and assigns of the Seller and the Buyer, but this Agreement shall not be assigned to or transferred by the Seller or the Buyer, in whole or in part, either voluntarily or by operation of law, without the written consent of the other party being first obtained, but such consent shall not be unreasonably withheld. requirements, focus, focus on leadership, key aspects of supervision and inspection to ensure do not leak, do not stay dead, not going through the motions. To adhere to the supervision to grasp good style, in the spirit of being highly responsible, the supervision and inspection tasks implemented, ensure that the activities of the high quality, to promote implementation of the focus of the work. 3, strict examination, strengthen the responsibility to implement. A good incentive mechanism, can continue to inspire the cadres and the general enthusiasm, to promote economic and social development has shown a good momentum of development. To further make good use of assessment and reward mechanism to ensure dry across development practical precise place. 4, the leadership to take the lead, demonstration. Leading cadres is an activity of the organizers, promoters and supervisors, and a participant in the activities, be sure to to the identity of the ordinary Party members put myself into it. The town Party committee to walk in the front in the educational activities, from my start, start from the town Party committees and play a good exemplary role. Government cadres, village leaders should strive to achieve: the lead study and improvement. Lead the investigation and study, leading to listen, confabulate to take the lead, lead and accept supervision, take the lead in carrying out criticism and self-criticism, take the lead in revealing problems, 21. WAIVER Any failure of either Party to insist on any or more instances upon strict performance of any provision of the contract or to exercise any of his rights herein, shall not be considered as a waiver of any such provision. 22. CONFIDENTIALITY The terms and conditions (including without limitation price) set forth in this agreement are considered by both parties to be confidential. Neither party shall disclose such information to any third party without advance written consent of the other, except where such disclosure is required by law. 23. SIGNATURE PAGE All Parties have signed and sealed below by their legal and authorized representatives to accept and approve all terms and conditions contained in this Contract. TRANSACTION PROCEDURE /BANKING PROCEDURES: 1. Buyer sends to Seller their ICPO/LOI 2. Seller sends FCO and Buyer signs and returns with acceptance letter. 3. Seller/Buyer countersign NCNDA and IMFPA with the involved Mandates /intermediaries. (If applicable by buyer needs) 4. Seller send Draft Contract, which includes 5% of contract value bi-lateral non-performance penalty to buyer to Buyer within 3 working days counter, open for amendments, buyer amends Draft contract, countersign and return contract signed and sealed with NCNDA/IMFPA if applicable. 5. Seller endorses the final contract and exchanges it with confirmation / verification. Seller signs and seals the contract and returns it to buyer. 6. SELLER SUBMIT CONTRACT TO THE APPROPRIATE MINISTRY FOR APPROVAL AND ENDORSEMENT 7. Seller internally endorses the final contract and the POP with the required Authorities, upon buyer’s payment of operative charge. (b) Seller registers the contract, prepare and issue to Buyer the POP upon buyer’s completion of section six & ten (6, & 10) of this legal procedures. (On which applicable by buyer needs) 8. Buyer endorses the transfer Title Holder Allocation to the end Buyer’s name as the rightful owner of the Allocation with Russia Oil and Gas Authority. (If applicable by buyer needs) 9. Seller and Buyer sign transshipment/affidavit/contract with the transshipment company for the transshipment of the product from the Refinery/factory to the loading port. (If applicable by buyer needs) 10. Both Parties Lodges the Final Contract with their Respective Banks. 11. Upon confirmation of the payment operative charge, the Seller /Shipping Company release the following document to the buyer: a. Copy of shipping schedule document. b. Copy of shipping particulars. requirements, focus, focus on leadership, key aspects of supervision and inspection to ensure do not leak, do not stay dead, not going through the motions. To adhere to the supervision to grasp good style, in the spirit of being highly responsible, the supervision and inspection tasks implemented, ensure that the activities of the high quality, to promote implementation of the focus of the work. 3, strict examination, strengthen the responsibility to implement. A good incentive mechanism, can continue to inspire the cadres and the general enthusiasm, to promote economic and social development has shown a good momentum of development. To further make good use of assessment and reward mechanism to ensure dry across development practical precise place. 4, the leadership to take the lead, demonstration. Leading cadres is an activity of the organizers, promoters and supervisors, and a participant in the activities, be sure to to the identity of the ordinary Party members put myself into it. The town Party committee to walk in the front in the educational activities, from my start, start from the town Party committees and play a good exemplary role. Government cadres, village leaders should strive to achieve: the lead study and improvement. Lead the investigation and study, leading to listen, confabulate to take the lead, lead and accept supervision, take the lead in carrying out criticism and self-criticism, take the lead in revealing problems, c. Copy of custom clearance certificate. d. Copy of SGS Report. e. Statement form Refinery stating the Availability of the Products f. Copy of Transport contract to transport the Product to the port of loading. g. Refinery Certificate of Product I. Copy of the charter party agreement(s) to transport the product to discharge port. 12. Seller bank swift Full POP Proof of Product to Buyer Bank and hard copies of contract via courier service. 13. Seller deposits the Affidavit along with the Proof of Product documents in Seller’s Bank. 14. Seller submits Certificate of Tank Owner Ship to Buyer. Refinery issue Allocation Certificate of the product, Certificate of ownership and Passport of the product to the buyer 15. Buyer’s vessel is granted clearance to depart from point of anchor immediately after payment by wire transfer to all nominated accounts. 16. Buyer bank confirms Seller Full POP / hard copies contract and make swift TT/DLC/SBLC/BG/ MT103 (optional as agree by both buyer and seller)or The Buyer issues the Operative Payment Instrument (DLC) by swift MT760 for the monthly cargo value within 7 (seven) banking days after receipt of the Full POP (proof of Product) 17. The Seller company issue to the buyer invoice for payment of the booked date. 18. Seller’s Bank shall notify the Buyer’s bank that they are willing and ready to issue a non-operative 2% performance bond (PB) to Buyer’s bank. The 2% PB will be placed in Buyer’s Bank account, should the Seller fail to supply the cargo of the products, this 2% PB will be paid to the Buyer and intermediaries accordingly as compensation. Seller’s bank activates buyer’s TT, MT103, LC with full pop and 2%PB. 19. Seller pays Commissions to all involved Mandates and Intermediaries within three (05) banking days by TT wire transfer as agreed in the IMFPA. 20. Buyer releases payment to the Seller and out-turn shipment delivered per slot via SWIFT fund transfer within 10 banking days after uploading. 21. Seller informs the Buyer on readiness for shipment of a monthly consignment of goods 22. Seller and the Buyer co-ordinate the shipment schedule for the next month. 23. Shipment Commences as scheduled SELLER BUYER Company: Company :xxx Authorized Person Name: Authorized Person Name: xxx Position: xxx Position: xxx _________________________________ _____________________________________ requirements, focus, focus on leadership, key aspects of supervision and inspection to ensure do not leak, do not stay dead, not going through the motions. To adhere to the supervision to grasp good style, in the spirit of being highly responsible, the supervision and inspection tasks implemented, ensure that the activities of the high quality, to promote implementation of the focus of the work. 3, strict examination, strengthen the responsibility to implement. A good incentive mechanism, can continue to inspire the cadres and the general enthusiasm, to promote economic and social development has shown a good momentum of development. To further make good use of assessment and reward mechanism to ensure dry across development practical precise place. 4, the leadership to take the lead, demonstration. Leading cadres is an activity of the organizers, promoters and supervisors, and a participant in the activities, be sure to to the identity of the ordinary Party members put myself into it. The town Party committee to walk in the front in the educational activities, from my start, start from the town Party committees and play a good exemplary role. Government cadres, village leaders should strive to achieve: the lead study and improvement. Lead the investigation and study, leading to listen, confabulate to take the lead, lead and accept supervision, take the lead in carrying out criticism and self-criticism, take the lead in revealing problems, Company Seal: Company Seal: stDate: 1. February, 2012 Date: requirements, focus, focus on leadership, key aspects of supervision and inspection to ensure do not leak, do not stay dead, not going through the motions. To adhere to the supervision to grasp good style, in the spirit of being highly responsible, the supervision and inspection tasks implemented, ensure that the activities of the high quality, to promote implementation of the focus of the work. 3, strict examination, strengthen the responsibility to implement. A good incentive mechanism, can continue to inspire the cadres and the general enthusiasm, to promote economic and social development has shown a good momentum of development. To further make good use of assessment and reward mechanism to ensure dry across development practical precise place. 4, the leadership to take the lead, demonstration. Leading cadres is an activity of the organizers, promoters and supervisors, and a participant in the activities, be sure to to the identity of the ordinary Party members put myself into it. The town Party committee to walk in the front in the educational activities, from my start, start from the town Party committees and play a good exemplary role. Government cadres, village leaders should strive to achieve: the lead study and improvement. Lead the investigation and study, leading to listen, confabulate to take the lead, lead and accept supervision, take the lead in carrying out criticism and self-criticism, take the lead in revealing problems,