铁矿石进口合同模板

1、contract nº: seller code: buyer code: date: 十月 5, 2021sale and purchase agreement ofiron ore (sinter feed)seller company: address: zipcode: phone:fax: e-mail: represent.:designation:andbuyercompany: address: zipcode:phone:fax:e-mail: represent.:designation:this contract is made on 十月 5, 2021 an

2、d between seller and the buyer for iron ore fines sinter feed, (hereafter referred to as “goods”), whereas buyer agrees to buy and seller agrees to sell under the terms and conditions set forth herein.whereas, the parties mutually desire to execute this contract which shall be binding upon and inure

3、 to the benefit of the parties, their legal representatives, successors and assignees, in accordance with the jurisdictional law of the negotiated and fully executed contract with terms and provisions hereunder agreed upon. whereas, seller and buyer, under full corporate or trust authority and respo

4、nsibility, respectively represent to each other on the date hereof that the seller is the lawful owner of the commodity, in the quantity and quality hereunder specified, and the buyer has the full capability to purchase the said commodity.definitionswhereas the parties mutually accept to refer to th

5、e general terms and definitions, as set out by the incoterms edition 2000 with latest amendments, having the following terminology fully understood and accepted:metric ton:a measure of weight equivalent to one thousand kilogram mass (1.000 kg) or two thousand two hundred four pounds (2,204 lbs.)comm

6、odity:is referred to as being iron ore fines (sinter feed) specifications, as per annex nº 01 elsewhere in this agreement also refer to as "product" which specifications are detailed in the annex nº 01 which is an integral part of the agreement.origin:brazilday:means a calendar d

7、ay, unless differently specified. month:means a gregorian calendar month.calendar quarter:period of three (3) consecutive months commencing on the 1st january, 1st april, 1st july or 1st october.international independent:sgs-societe generale de surveillance laboratory survey. clause 01 - scope of th

8、e contract1.1the seller has sold and the buyer has bought the commodity herein specified, having a minimum guaranteed specifications according to clause 02 and delivered in uniform lots during the term of this contract.1.2the contract to supply the commodity is allocated in the contract number: xxxx

9、xxx and the validity of the allocation assignment as stated above is subject to the acceptance of the buyers banking instruments by the sellers nominated bank.clause 02 - commodity2.1iron ore fines (sinter feed) specifications having the contractual minimum guaranteed specifications as per annex 01

10、herewith attached as an integral part of this contract.clause 03 country of origin3.1the country of origin of the iron ore sold on this contract is brazilclause 04 port of departure4.1the port of departure: port rio de janeiro rj in brazil clause 05 price and quantity5.1the currency used on this con

11、tract is usd (united states dollar).5.2the price for the iron ore is us$xx.xx per mt cfr xxx port5.3the total contractual quantity of the commodity sold and purchased under this agreement is 1.800,000 mt (one million eight hundred metric tons), +/-10% (plus/minus ten percent).5.4this contract is 150

12、.000 mt (one hundred thousand metric tons), +/-10% (plus/minus ten percent) delivered per month for a period of 1 (one) year with contract schedule as per annex 03. 5.4.1notethe first shipment is 75,000 mt with the remaining 75,000 mt shipped at the end of the contract period, and all subsequent shi

13、pments will remain at 150,000 mt per month as per contract and schedule.5.5the contract period is 01 (one) year.5.6the review of the prices will be done every 3 (three) months. buyer and seller both will use best efforts to agree on a new price, in order to renew or extend this contract. revised pri

14、ce shall be based on the current market price.clause 06 payment6.1 the seller will, within 2 working days after the contract date, issue a 2% performance bond guarantee in favour of the buyer seller shall cause its bank to issue a performance bond guarantee (pbg) in favor of buyer in the amount of 2

15、% of the shipment value within 12 working days to buyer after this contract signed. text of pbg must be approved by buyer and seller. the pbg will become null and void 5 working days after the initial 75,000 mt (+/-10%) iron ore is loaded in cargo. 6.2upon receipt of the sellers pbg, within 2 bank d

16、ays, uyer shall, open an irrevocable, non-transferrable, divisible, unecumbered letter of credit at sight of documents in favor of the seller through buyers bank for an amount in us dollar sufficient to cover 100% of the shipment value for the payment. all banking charges outside l/c opening bank sh

17、all be paid by the seller. 6.3buyer shall issue the letter of credit in accordance with appendix 01 contract schedule, and seller shall load the vessels in accordance with the time estimated on the same schedule, in order to the good execution of this contract.6.4letter of credit shall be open, by t

18、he buyer, from a prime top 50 bank, thru an operative dlc in the amount indicated in the ramp-up schedule, appendix 1 to the seller, with bank confirmation upon the signing of the contract, 100% irrevocable, divisible and non-transferable, confirmed in favor of the seller for an amount in us dollars

19、, payable 95% 100% at sight for at loading port in brazil,and the balance payment will be paid after the sgs or ccic certificate be issued. the letter of credit shall be sent to the sellers bank, indicated above. subsequent in accordance with the ramp-up schedule, appendix 1.6.5the letter of credit

20、shall be issued to cover the total amount of quantity forecasted to be shipped by this contract during each month, to be issued as minimum for the value of one vessel cargo (75,000 mt +/-10%), and 150,000 mt per month in subsequent months, and a onetime shipment of 75,000 mt at the very end of the c

21、ontract period.6.6final payment. the balance due to the seller shall be paid under the letter of credit against the presentation of the following documents:6.61final invoice based on sgs certificates to be issued within the period stipulated in clause 146.6.2umpire analysis certificate for quality i

22、f applicable. in case sgs certificates are not received within 05 days after completion of discharge, seller is entitled to raise the final invoice on the basis of the loading port analysis and claim the relevant payment.6.7all necessary payments will be transferred to the relevant party by swift to

23、 bank to bank within 2 (two) international banking days of notification of any balance due, whether the seller is required to make such payment to the buyer, or the buyer to the seller.6.8member's group the icc 1993 revision, public 600 shall apply to this contract as shall incoterms-2000, with

24、the latest amendments.clause 07 price adjustment7.1in case of each shipment of iron ore which does not meet the chemical specification set in clause 02, the base price shall be adjusted in accordance to the chemical content as determined pursuant to the provisions as follows.7.2the base price shall

25、be increased by us$1.00/dmt for each 1% fe above 64.5%, and deducted us$1.00/dmt for each 1% fe less than 63.5%, fraction pro rata.7.3if the shipment does not meet any of the chemical specifications other than fe provided, as finally determined in accordance with the provisions, the base price shoul

26、d be decreased as follows, fraction pro rata:7.3.1for excess al2o3: at the rate of us$0.05/dmt for each1.0% in excess of 2.0%;7.3.2for excess s content: at the rate of us$0.05/dmt for each 0.1% in excess of 0.09%;7.3.3for excess p content: at the rate of us$0.05/dmt for each 0.1% in excess of 0.09%;

27、7.3.4for excess sio2: at the rate of us$0.05/dmt for each 1.0% in excess of 5.0%7.4size penalty7.5.1us$ 0.05/dmt shall be applied if the quantity of fines above 10mm is in excess of 10%;7.5.2us$ 0.05/dmt shall be applied if the quantity of fines below 0.15mm is in excess of 5%.7.5moisture7.6.1if fre

28、e moisture loss at 105 degrees centigrade exceeds the guaranteed maximum, seller shall compensate buyer in final commercial invoice for the extra freight attributable to moisture content over 10%;clause 08 documents8.1settlement for any shipment shall be made against presentation of the following do

29、cuments:8.1.1beneficiarys signed commercial invoice in triplicate covering the commodity cost based on the weight/tonnage indicated in the inspection certificate on quantity issued at loading port.8.1.2certificate of quality, issued or signed by the independent international surveyor (“sgs”) at the

30、port of loading, quality conformity to specifications, as per the iron ore stipulated as clause 028.1.3certificate of origin, issued or signed by the chamber of commerce8.1.4 a full set (6/6) clean on board ocean bill of lading signed by an authorized representative of the shipping lines, signed by

31、the master, and showing the vessel's stamp and “clean on board", following master's remark are acceptable: wet before shipment: loaded from open area: 8.1.5 master's notice, showing description of goods, name of vessel, b/l no. gross/net weights of the goods, time of arrival, berthi

32、ng, shipping agent at the destination if available, loading time, release time, signed by master and port. all of the documents including the b/l, invoice, packing list, original certificate and so on are to be faxed to the buyer within 7 (seven) days after the b/l date.clause 09 weighing9.1at loadi

33、ng port at sellers expense, seller shall determine the weight of shipment of iron ore by draft survey. the weight of ore as ascertained and certified together with sellers analysis shall determine the basis of sellers pro forma invoice.9.2buyer or buyers representative may, at buyers expense, be pre

34、sent at loading port during the draft survey.clause 10 sample and analysis10.1at loading port, seller shall, at sellers expense, determine the specification of ore contained in each shipment according to the latest international standard organization (iso) procedures in respect to the chemical analy

35、sis seller shall provide a certificate showing details of a determination. buyer may, at buyer's expense, have their representatives present at the time of such determination. the buyer may, at buyers expense, have their representative(s) present at the time of sampling.10.2if difference in perc

36、entage of iron ore content between buyers and sellers analysis made under paragraph of this clause is more than 0.5% or if there exists a significant difference between the two said analysis in respect of any one or more chemical contents or physical properties other than iron ore, seller shall cons

37、ult with buyer to reconcile such differences.clause 11 taxes obligations and imports11.1seller shall pay all and any taxes, duties related to the performance of this contract and collected up to and at the nominated loading port terminal.11.2buyer shall pay all taxes, duties related to the performan

38、ce of this contract and collected beyond the nominated loading port.11.3buyer or its import company shall be the importer for record at unloading port terminal and to be responsible for any taxes duties, imports, charges, fees and dues of every description and howsoever designated attributable or re

39、lated to importation of the commodity which may be imposed.clause 12 liability exemptions due to force majeure12.1all rules of the international chamber of commerce, paris for force majeure circumstance shall apply to this contract.12.2neither one of the parties shall be responsible for full or part

40、ial non-performance of their obligations under the present contract, if such non-performance is a result of force majeure circumstances, such as : fire, flood, adverse weather, strikes, war (announced and not-announced), disorder, perils of embargo, destruction of the materials, delays due to the br

41、eakdown of the ship, wreck, restrictions entered by the government authority/ies (including protectionism, quota introduction and price control) or any event, occurrence or circumstances beyond the parties control raised out after the conclusion of the contract .12.3if any of the above-mentioned cir

42、cumstances directly affect fulfillment of the obligations during the period determined by the present contract, the term for obligations fulfillment will increase accordingly to the duration of force majeure circumstances. no reduction or suspension in the deliveries or receipt of the commodity due

43、to any of the above-mentioned circumstances shall extend the term of this contract or terminate the same.12.4however, in case force majeure circumstances exist for more than thirty (30) days, the parties shall have right to cancel the present contract partially or completely, without prejudice to an

44、y sums owing by either party to another party for performance rendered hereunder.12.5any party claiming excuse by reason of force majeure shall deliver prompt written notice to the other party of the events or circumstances and the expected duration of the excuse. a certificate issued in original by

45、 a competent recognized authority shall be deemed as sufficient proof for the claim of force majeure and for its duration. if one of the prejudiced parties is considering not comfortable with such document, he is free to intervene for compensation and to claim through the court in london, united kin

46、gdom.clause 13 vessel shipping and unloading terms13.1the vessel used to carry the shipment shall be arranged by the seller with the cost to the account of the seller until shipment is safely arrived at designated discharge port. seller shall provide all information of the vessel arranged for any sh

47、ipment to the buyer. vessels used shall not be over 20 years of age and in all respect in sound and safe condition to carry the shipment to the buyers designated port for discharge. the vessel must fly a flag that is friendly to the country of the designated port of discharge. the nominated vessels

48、must be within the discharge port permissible limits. the seller shall be responsible for all costs of loading the goods into the vessel and stowed, so it may be safe to set sail for the journey to designated port. the buyer is responsible for the vessel payment of discharge, to clear all customs at

49、 the designated port and to have all hatches open and in all readiness for the discharge of the cargo before the notice of readiness (nor) is tendered. such notice may be tendered by the seller, the vessel master or his first mate, or the sellers authorized agent at the discharge port by fax, teleph

50、one, email, or couriers to the buyer or his authorized agent or consignor in discharge port. 13.2at the discharge port, the buyer is responsible to discharge the cargo at minimum 9,500 mt (nine thousand five hundred mt) per wwd shex iu (weather working day saturday and sunday excluded, if used, actu

51、al time used to count lay time.). the notice of readiness (nor) shall be served only after the vessel has cleared all custom inspections (for the vessel only) at the discharge port and the hatches opened and in all readiness to discharge the cargo, whether in berth or not. the vessel must be equippe

52、d with derricks for each hold/hatch and capable to lift 15 tons at normal position and capable to operate 7 lifts per hour. slings and or grabs or any other gears or lighter ridge needed to discharge the cargo shall be of the buyers responsibility. the buyer will pay all costs of discharge at the di

53、scharge port.lay time starts to count at 13:00 hour if nor is served before noon of a working day; and at 08:00 of the next working day if nor served in the afternoon of a working day.13.3the demurrage shall be paid by the buyer to the seller for the time delay at the discharge at usd 15,000 (fiftee

54、n thousand united states dollars) per wwd of 24 (twenty four) running hours or portion pro rata. the payment is due within 7 business days after the statement or fact sheet is issued by the inspection agents or port authority and presented to the responsible party.13.4after all adjustments have been

55、 made, and in the event of any overpayment or underpayment incurred on the basis of the final certificates of weight and analysis made, and reported by the independent inspector or surveyor listed in this contract, the party that is responsible for any payment to be paid or refunded must pay no late

56、r than 30 (thirty) calendar days from the date reported and received by the parties.clause 14 delivery and acceptance of goods14.1under the conditions of shipping cfr, the buyer is obligated to pay charges for the risk of loss or damage of the goods and any additional charges arising after the trans

57、fer of the goods over the hand-rail of a vessel in the port of loading shall pass from the seller to the buyer, only if the buyer is providing supplemental insurance.14.2title for the goods will pass from the seller to the buyer upon clearance of funds into the seller's account by means of clean

58、 on board blank endorsed ocean bill of lading marked “negotiable” 14.3the quality and quantity of goods stated in the bill of lading, and/or the wr (warehouse receipt when permitted) shall be conclusive evidence of the quality and the quantity of goods delivered.14.4no claim(s) against quality or quantity received 30 (thirty) days after the